IONS Form 4: Baroldi Executes 10b5-1 Sales and Option Transactions

Rhea-AI Filing Summary

Joseph T. Baroldi, Executive Vice President and Chief Business Officer of Ionis Pharmaceuticals (IONS), reported multiple transactions dated 09/03/2025. The filing shows purchases/issuances of non-qualified stock options with a $31.80 exercise price totaling 32,800 options (three grants/exercises of 2,800, 15,000 and 15,000) that underlie common stock. On the same date the reporting person sold 32,800 common shares in multiple transactions at weighted average prices of $62.0101 and $59.0864 as noted. The Form 4 states the sales were made pursuant to a Rule 10b5-1 trading plan adopted May 2, 2025. Following the reported transactions, the filing lists various beneficial ownership totals and discloses 3,071 shares indirectly owned by spouse.

Positive

• Disclosure compliance: The Form 4 provides detailed transaction codes, quantities, weighted-average prices, and 10b5-1 plan disclosure
• 10b5-1 plan stated: Sales were executed under a written trading plan adopted May 2, 2025, which supports an affirmative defense under Rule 10b5-1
• Options reported with exercise price: Non-qualified stock options are listed with a clear $31.80 exercise price and exercisability/expiration dates

Negative

• Substantial insider sales: The reporting person sold a total of 32,800 common shares on 09/03/2025, which is potentially material to investors monitoring insider selling
• Concentrated same-day activity: Multiple large transactions occurred on a single date, which may draw investor attention despite plan disclosure

Insights

Securities Analyst

TL;DR: Insider executed sizable option-related acquisitions and matched sales on one day via a 10b5-1 plan, producing no clear one-way signal.

The Form 4 documents concurrent option acquisitions/issuances at a $31.80 exercise price and sales of an equal aggregate number of common shares on 09/03/2025. Sales were executed under a Rule 10b5-1 plan adopted May 2, 2025, with weighted average sale prices reported at $62.0101 and $59.0864. From an analytical viewpoint, contemporaneous option activity and plan-based sales are often routine compensation and liquidity management actions rather than firm-specific revelations. The filing provides explicit prices, quantities, and the plan disclosure, allowing verification without inference.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 requirements and includes a 10b5-1 plan statement, supporting compliance and transparency.

The report identifies Joseph T. Baroldi as an officer and provides transaction codes, quantities, exercise prices, and the 10b5-1 plan adoption date. The presence of the trading-plan checkbox and detailed weighted-average price footnotes indicates adherence to disclosure norms and readiness to supply tranche-level pricing on request. The filing documents indirect spousal ownership of 3,071 shares, which is properly disclosed. There are no statements in the filing that imply regulatory or governance issues beyond routine insider reporting.

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
Estimated average burden
hours per response:			0.5

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^*

Baroldi Joseph

(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 Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		M		2,800	A	$31.8	34,726	D
Common Stock	09/03/2025		S		2,800(1)	D	$62.0101(2)	31,926	D
Common Stock	09/03/2025		M		15,000	A	$31.8	46,926	D
Common Stock	09/03/2025		S		30,000(1)	D	$59.0864(3)	16,926	D
Common Stock	09/03/2025		M		15,000	A	$31.8	31,926	D
Common Stock								3,071	I	by Spouse

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)	$31.8	09/03/2025		M			2,800	01/31/2023	01/30/2032	Common Stock	2,800	$0.0	83,900	D
Non-Qualified Stock Option (right to buy)	$31.8	09/03/2025		M			15,000	01/31/2023	01/30/2032	Common Stock	15,000	$0.0	68,900	D
Non-Qualified Stock Option (right to buy)	$31.8	09/03/2025		M			15,000	01/31/2023	01/30/2032	Common Stock	15,000	$0.0	53,900	D

Explanation of Responses:

1. Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on May 2, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.59 to $59.26 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 $62.00 to $62.03 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.

	By: Patrick R. O'Neil, attorney-in-fact For: Joseph T. Baroldi	09/04/2025
	** 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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