[Form 4] Ionis Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ionis Pharmaceuticals (IONS) filed a Form 4 disclosing routine board compensation for non-employee director Allene M. Diaz on 07/01/2025. She received:

• 11,518 non-qualified stock options with a strike price of $39.94.
• 5,220 restricted stock units (RSUs).

Under the company’s Non-Employee Director Compensation Policy, total 2025 equity value was capped at $450,000 (ASC 718 grant-date fair value), so the awards were adjusted downward to stay within that limit.

Both the options and RSUs vest 100 % on the earlier of (i) the first anniversary of the grant or (ii) the next annual shareholder meeting. No shares are currently vested or exercisable.

After the grant, Diaz beneficially owns 11,518 derivative option securities and 9,299 RSUs, all held directly. No open-market purchases or sales occurred, and no cash changed hands; the filing reflects standard equity grants intended to align director incentives with shareholder interests.

Insights

Securities Analyst

TL;DR: Routine director equity grant; neutral for valuation, confirms ongoing incentive alignment without cash outflow.

The filing shows typical non-employee director compensation: options equal to 11,518 shares at $39.94 and 5,220 RSUs. Because these are grants—not open-market buys—they do not signal bullish insider sentiment but do maintain alignment with shareholders. The capped $450k fair-value conforms with governance best practices and limits dilution risk. Overall, the event has negligible EPS or cash-flow impact, so I view it as neutral for investors.

Corporate Governance Expert

TL;DR: Grant adheres to policy cap; good governance but financially immaterial.

The company continues to enforce a hard ceiling on annual director equity compensation, strengthening governance transparency. One-year cliff vesting is standard and provides retention without excessive entrenchment. No red flags on dilution (≈0.007 % of basic shares outstanding, assuming ~150 M shares). Because this is scheduled remuneration, market impact remains minimal.

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^*

HERMAN JOAN E

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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)	$39.94	07/01/2025		A		11,518(1)		07/01/2026(2)	06/30/2035(2)	Common Stock	11,518	$0.0	11,518	D
Restricted Stock Unit	$0.0(3)	07/01/2025		A		5,220(1)		(4)	(4)	Common Stock	5,220	$0.0	9,299	D

Explanation of Responses:

1. Pursuant to the Company's Non-Employee Director Compensation Policy, these grants were adjusted downward such that the non-employee Director's annual equity compensation in 2025 totals no more than $450,000 based on the aggregate grant date fair value as determined in accordance with FASB Topic ASC 718.

2. Grant on July 1, 2025 to reporting person of stock options under the Amended and Restated Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. 100% of the shares subject to the option vest and become exercisable on either the first anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders of the Company, whichever occurs earlier. The option is exercisable to 0 shares on July 1, 2025.

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

4. Grant on July 1, 2025 to reporting person of Restricted Stock Unit award under the Amended and Restated Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. These Restricted Stock Units vest 100% on either the first anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders of the Company, whichever occurs earlier, and will be delivered to the reporting person on the July 15th following the vesting date. The Restricted Stock Unit is vested as to 0 shares on July 1, 2025.

	By: Patrick R. O'Neil, attorney-in-fact For: Joan E. Herman	07/02/2025
	** 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).
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FAQ

What equity awards did Allene M. Diaz receive from Ionis Pharmaceuticals (IONS) on July 1 2025?

She was granted 11,518 non-qualified stock options at $39.94 and 5,220 RSUs.

What is the exercise price and vesting schedule of the new Ionis stock options?

The options carry a $39.94 strike price and vest 100 % on the earlier of the first anniversary or next annual meeting.

When will the 5,220 RSUs awarded to the Ionis director vest and be delivered?

They vest on the same schedule as the options and are delivered on the July 15 following the vesting date.

Did the Ionis director purchase or sell any shares in the open market?

No. The Form 4 only reports equity grants; no open-market transactions occurred.

How does Ionis limit annual director equity compensation?

Awards are adjusted so aggregate grant-date fair value does not exceed $450,000 per year, per its Non-Employee Director Compensation Policy.