IONS Form 4: Bennett sells shares under 10b5-1 and exercises 46,800 options

Rhea-AI Filing Summary

C. Frank Bennett, EVP and Chief Scientific Officer of Ionis Pharmaceuticals (IONS), reported multiple transactions in early September 2025. He sold shares under a Rule 10b5-1 trading plan adopted May 13, 2025, and reported sales on 09/02/2025 and 09/03/2025 at weighted-average prices of $49.14 and ranges around $60.25–$61.995 and $61.26–$61.995 as disclosed. On 09/03/2025 he also acquired 46,800 shares by exercise/conversion of non-qualified stock options with a $53.77 exercise price. Following the reported activity, his beneficial ownership is reported as 88,679 shares.

Positive

• Use of a Rule 10b5-1 trading plan for sales adopted May 13, 2025, which documents pre-planned disposition
• Exercise/conversion of 46,800 non-qualified stock options at a $53.77 exercise price, increasing immediately realized ownership prior to sales disclosure

Negative

• Net reduction in reported beneficial ownership following multiple sales, with reported holdings at 88,679 shares after the transactions
• Material number of shares sold (multiple tranches on 09/02–09/03/2025) at prices ranging up to $61.995, representing insider liquidity

Insights

Securities Analyst

TL;DR: Insider exercised options and executed multiple sales under a 10b5-1 plan, ending with reported beneficial ownership of 88,679 shares.

The filing documents routine insider activity: option exercise/conversion of 46,800 shares at a $53.77 exercise price and subsequent market sales across 09/02–09/03/2025. The seller used a pre-established Rule 10b5-1 plan for at least some sales, which indicates pre-planned disposition rather than opportunistic trading. The weighted-average sale prices and range disclosures are provided without additional context about tax-related or diversification motives. For investors, this is a disclosure of liquidity and option exercise but the filing itself contains no operational or financial performance data.

Corporate Governance Expert

TL;DR: Governance-wise this is a standard Form 4 reporting exercise, sales, and use of a 10b5-1 plan with full price ranges disclosed.

The report notes that certain sales were executed pursuant to a 10b5-1 trading plan adopted May 13, 2025, and provides weighted-average prices and price ranges for multiple sale tranches. The form is signed by an attorney-in-fact, indicating delegated filing authority. There are no indications of unusual timing relative to undisclosed material events in this filing; it adheres to Section 16 reporting requirements by documenting option activity and share dispositions.

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

OMB Number:			3235-0287
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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).

X

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^*

BENNETT C FRANK

(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, Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		5,000(1)	D	$49.14	88,679	D
Common Stock	09/03/2025		M		46,800	A	$53.77	135,479	D
Common Stock	09/03/2025		S		33,909(1)	D	$60.62(2)	101,570	D
Common Stock	09/03/2025		M		12,891(1)	D	$61.5(3)	88,679	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
Non-Qualified Stock Option (right to buy)	$53.77	09/03/2025		M			46,800	01/02/2020	01/01/2026	Common Stock	46,800	$0.0	0	D

Explanation of Responses:

1. Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on May 13, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.25 to $61.24 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.26 to $61.995 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 (e) on this Form 4.

	By: Patrick R. O'Neil, attorney-in-fact For: C. Frank Bennett	09/04/2025
	** 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 C. Frank Bennett report on Form 4 for IONS?

The Form 4 reports sales on 09/02/2025 and 09/03/2025 and an acquisition via exercise/conversion of 46,800 shares on 09/03/2025.

Were any sales made under a 10b5-1 plan in the IONS Form 4?

Yes. The filing states that shares sold were pursuant to a Rule 10b5-1 trading plan adopted May 13, 2025.

What prices were disclosed for the reported IONS transactions?

A sale on 09/02/2025 showed a weighted-average price of $49.14. Sales on 09/03/2025 reported weighted-average/price ranges including $60.25–$61.24 and $61.26–$61.995 and an indicated price of $60.62 for one tranche.

How many IONS shares does Bennett beneficially own after these transactions?

The filing reports 88,679 shares beneficially owned following the reported transactions.

Who signed the Form 4 filing for C. Frank Bennett?

The Form 4 was filed by Patrick R. O'Neil, attorney-in-fact for C. Frank Bennett on 09/04/2025.