Ionis (IONS) EVP Research Eric Swayze vests 11,991 PRSUs and sells 6,179 shares

Rhea-AI Filing Summary

Ionis Pharmaceuticals executive Eric Swayze reported equity transactions in company stock. On January 29, 2026, he acquired 11,991 shares of common stock at $0.0 per share from the vesting of performance-based restricted stock units, after the Compensation Committee certified achievement of the relative total shareholder return goal at 167.27% of target shares.

On January 30, 2026, he sold 6,179 shares of Ionis common stock at a weighted average price of $82.9335 per share, in multiple transactions within a narrow price range. Following these transactions, he directly beneficially owned 47,747 shares, and an additional 318 shares were held indirectly by his son.

Insider Trade Summary

Net Seller: 6,179 shares ($512,446)

Net Sell 3 txns

Insider Swayze Eric

Role EVP Research

Sold 6,179 shs ($512K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,179	$82.9335	$512K
Grant/Award	Common Stock	11,991	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 47,747 shares (Direct); Common Stock — 318 shares (Indirect, by Son)

Footnotes (1)

1. Represents shares earned upon the vesting of performance-based restricted stock units ("PRSUs") for the performance period of the grant to the reporting person reported on January 18, 2023. The Compensation Committee certified achievement of the pre-established performance goal based on the Issuer's relative total shareholder return as compared to a peer group of companies at a level resulting in a vest of 167.27% of target shares. As reported at grant, the PRSUs could result in a payout of 0% to 200% based on actual achievement of the goal. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.925 to $82.94 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 (2) on this Form 4.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Swayze Eric

(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 Research

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		A		11,991(1)	A	$0.0	53,926	D
Common Stock	01/30/2026		S		6,179	D	$82.9335(2)	47,747	D
Common Stock								318	I	by Son

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

Explanation of Responses:

1. Represents shares earned upon the vesting of performance-based restricted stock units ("PRSUs") for the performance period of the grant to the reporting person reported on January 18, 2023. The Compensation Committee certified achievement of the pre-established performance goal based on the Issuer's relative total shareholder return as compared to a peer group of companies at a level resulting in a vest of 167.27% of target shares. As reported at grant, the PRSUs could result in a payout of 0% to 200% based on actual achievement of the goal.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.925 to $82.94 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 (2) on this Form 4.

	By: Patrick R. O'Neil, attorney-in-fact For: Eric Swayze	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Ionis (IONS) EVP Research Eric Swayze report?

Eric Swayze reported two main transactions in Ionis common stock. He acquired 11,991 shares on January 29, 2026 from performance-based RSU vesting, then sold 6,179 shares on January 30, 2026 at a weighted average price of $82.9335 per share.

How many Ionis (IONS) shares does Eric Swayze beneficially own after these transactions?

After the reported transactions, Eric Swayze directly beneficially owned 47,747 shares of Ionis common stock. In addition, 318 shares were reported as indirectly owned, held by his son, reflecting both his personal and family-related holdings disclosed in the filing.

What was the source of the 11,991 Ionis (IONS) shares acquired by Eric Swayze?

The 11,991 shares were earned from the vesting of performance-based restricted stock units granted in 2023. Vesting was based on Ionis’s relative total shareholder return versus a peer group, with performance certified at 167.27% of target, within a 0% to 200% payout range.

At what prices did Eric Swayze sell Ionis (IONS) shares on January 30, 2026?

The sale of 6,179 Ionis shares on January 30, 2026 occurred at a weighted average price of $82.9335 per share. Individual trades were executed in a narrow range between $82.925 and $82.94, as described in the detailed transaction footnote.

What performance condition triggered Eric Swayze’s PRSU vesting in Ionis (IONS) stock?

The performance-based RSUs vested after the Compensation Committee certified achievement of a pre-established performance goal. This goal measured Ionis’s relative total shareholder return against a defined peer group, resulting in a vesting outcome of 167.27% of the target share amount.

How are Eric Swayze’s indirect Ionis (IONS) holdings described?

The filing reports 318 Ionis common shares as indirectly owned by Eric Swayze through his son. These shares are listed separately from his directly owned 47,747 shares, clarifying the nature of his beneficial ownership across personal and family-related accounts.