Ionis (NASDAQ: IONS) EVP logs RSU vesting, tax-related share sale

Rhea-AI Filing Summary

Ionis Pharmaceuticals executive Patrick R. O'Neil, EVP, CLO & General Counsel, reported several equity transactions in Ionis common stock and equity awards.

On 01/15/2026, 21,473 shares of common stock were acquired at $0.0 upon vesting and release of Restricted Stock Units, increasing his directly held common stock to 75,362 shares. The same day, derivative positions changed as 25,800 Performance Restricted Stock Units were granted at $0.0, representing the maximum that may be earned after a three-year performance period tied to relative total shareholder return, and 9,675 additional Restricted Stock Units were granted.

On 01/16/2026, O'Neil sold 9,191 shares of common stock at a weighted average price of $75.84 in an automatic sale to cover tax withholding obligations under the company’s equity plan, leaving 66,171 common shares directly owned.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'NEIL PATRICK R.

(Last) (First) (Middle)

2855 GAZELLE COURT

(Street)

CARLSBAD CA 92010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IONIS PHARMACEUTICALS INC [ IONS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP CLO & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/15/2026		M(1)		21,473(1)	A	$0.0	75,362	D
Common Stock	01/16/2026		S(2)		9,191(2)	D	$75.84(3)	66,171	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units(4)	$0.0	01/15/2026		A		25,800		01/15/2029(5)	(5)	Common Stock	25,800	$0.0	90,601	D
Restricted Stock Unit	$0.0(6)	01/15/2026		M			21,473	01/15/2026(7)	(7)	Common Stock	21,473	$0.0	39,251	D
Restricted Stock Unit(8)	$0.0(6)	01/15/2026		A		9,675		01/15/2027(7)	(7)	Common Stock	9,675	$0.0	48,926	D

Explanation of Responses:

1. Acquired pursuant to vesting and release of shares in accordance with Restricted Stock Unit awards.

2. The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.78 to $75.94 inclusive. The reporting person undertakes to provide to Ionis Pharmaceuticals, Inc. any security holder of Ionis Pharmaceuticals, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) on this Form 4.

4. Grant to reporting person of Performance Restricted Stock Units (PRSUs) under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.

5. The PRSUs may vest at the end of the three-year performance period following the date of grant based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of PRSUs reported represents the maximum that may be earned, which is 200% of the target number. No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of the performance period may be anywhere from zero to the amount stated.

6. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.

7. Restricted Stock Units vest in four equal annual installments. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company.

8. Grant to reporting person of Restricted Stock Units under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.

	Patrick R. O'Neil	01/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Ionis (IONS) EVP Patrick O'Neil report?

Patrick R. O'Neil reported vesting of 21,473 shares from Restricted Stock Units, a sale of 9,191 shares of common stock, and grants of new Performance Restricted Stock Units and Restricted Stock Units.

How many Ionis (IONS) shares did Patrick O'Neil sell and at what price?

On 01/16/2026, he sold 9,191 shares of Ionis common stock at a weighted average price of $75.84 per share.

Why were Ionis (IONS) shares sold by Patrick O'Neil in this Form 4?

The filing states the sale was an automatic sale to cover required tax withholding obligations under the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice.

What equity awards were granted to Patrick O'Neil of Ionis (IONS)?

He received 25,800 Performance Restricted Stock Units that may vest after a three-year performance period and 9,675 Restricted Stock Units under the Amended and Restated 2011 Equity Incentive Plan.

How do the Performance Restricted Stock Units for Ionis (IONS) EVP vest?

The Performance Restricted Stock Units may vest at the end of a three-year performance period based on Ionis's relative total shareholder return versus a peer group, with the 25,800 units representing 200% of the target maximum.

How many Ionis (IONS) common shares does Patrick O'Neil hold after these transactions?

Following the reported transactions, Patrick R. O'Neil directly owns 66,171 shares of Ionis common stock.