Ionis (NASDAQ: IONS) EVP reports stock sale and PRSU, RSU grants

Rhea-AI Filing Summary

Ionis Pharmaceuticals EVP Research Eric Swayze reported equity award activity and related stock sales. On January 15, 2026, restricted stock units vested, resulting in the acquisition of 21,366 shares of common stock at $0.0 per share, after which he held 51,819 shares directly. On January 16, 2026, he sold 9,884 shares of common stock at a weighted average price of $75.34 in an automatic sale to cover tax withholding, leaving 41,935 shares held directly. An account for his son held 318 shares after a sale of 49 shares.

He received a grant of 25,800 performance restricted stock units, representing the maximum earnable based on a three-year total shareholder return performance period, and 9,675 additional restricted stock units. His son was granted 225 restricted stock units. Each unit represents a contingent right to one share of Ionis common stock or its cash value, generally vesting in four equal annual installments.

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^*

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)
01/15/2026

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)		21,366(1)	A	$0.0	51,819	D
Common Stock	01/16/2026		S(2)		9,884(2)	D	$75.34(3)	41,935	D
Common Stock	01/15/2026		M(1)		111(1)	A	$0.0	367	I	by Son
Common Stock	01/16/2026		S(2)		49(2)	D	$75.97	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
Performance Restricted Stock Units(4)	$0.0	01/15/2026		A		25,800		01/15/2029(5)	(5)	Common Stock	25,800	$0.0	90,282	D
Restricted Stock Unit	$0.0(6)	01/15/2026		M			21,366	01/15/2026(7)	(7)	Common Stock	21,366	$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
Restricted Stock Unit	$0.0(6)	01/15/2026		M			111	01/15/2026(7)	(7)	Common Stock	111	$0.0	386	I	by Son
Restricted Stock Unit(9)	$0.0(6)	01/15/2026		A		225		01/15/2027(7)	(7)	Common Stock	225	$0.0	611	I	by Son

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 $75.26 to $75.48 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.

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

	By: Patrick R. O'Neil, attorney-in-fact For: Eric Swayze	01/20/2026
	** Signature of Reporting Person	Date
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FAQ

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

The filing shows that Eric Swayze, EVP Research at Ionis Pharmaceuticals, had restricted stock units vest into common shares, sold some of those shares to cover tax withholding obligations, and received new grants of performance restricted stock units and restricted stock units, including awards associated with an account for his son.

How many Ionis common shares did Eric Swayze sell and at what price?

On January 16, 2026, Eric Swayze sold 9,884 shares of Ionis common stock at a weighted average price of $75.34 per share in a transaction designated to cover required tax withholding obligations under the company’s equity incentive plan.

How many Ionis shares does Eric Swayze hold after these transactions?

Following the reported transactions, Eric Swayze beneficially owned 41,935 shares of Ionis common stock directly. An account for his son held 318 shares of Ionis common stock indirectly.

What new performance restricted stock units (PRSUs) were granted to Eric Swayze at Ionis?

Eric Swayze received a grant of 25,800 performance restricted stock units under the Ionis Amended and Restated 2011 Equity Incentive Plan. This number represents the maximum that may be earned, equal to 200% of the target amount, based on Ionis’s relative total shareholder return over a three-year performance period. The actual number that vests may range from zero up to 25,800 units.

What additional restricted stock units did Eric Swayze and his son receive from Ionis?

Eric Swayze was granted 9,675 restricted stock units under the Ionis Amended and Restated 2011 Equity Incentive Plan. His son was granted 225 restricted stock units under the same plan. Each unit represents a contingent right to receive one share of Ionis common stock or its cash value, generally vesting in four equal annual installments.

Were Eric Swayze’s Ionis stock sales discretionary or related to tax withholding?

The filing states that the stock sale on January 16, 2026 was made pursuant to an automatic sale to cover required tax withholding obligations under the Ionis 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice.

How do Eric Swayze’s Ionis restricted stock units vest and settle?

The restricted stock units generally vest in four equal annual installments. Upon vesting, they are paid out in whole shares of Ionis common stock or an equivalent cash value, as determined by the company.