Ionis Pharmaceuticals (NASDAQ: IONS) CEO reports RSU grants and tax sale

Rhea-AI Filing Summary

Ionis Pharmaceuticals Chief Executive Officer and director Brett P. Monia reported multiple equity award transactions and a related share sale. On January 15, 2026, 89,145 shares of common stock were acquired at $0.0 per share through the vesting and release of previously granted restricted stock units, increasing his directly held common stock to 268,717 shares. On the same day, he received 113,880 Performance Restricted Stock Units (PRSUs), representing the maximum earnable amount based on a three-year performance period, and 42,705 additional restricted stock units under the company’s equity incentive plan.

On January 16, 2026, Monia sold 44,034 common shares at a weighted average price of $74.82 per share in an automatic sale to cover required tax withholding obligations tied to the RSU vesting. Following these transactions, he directly beneficially owned 224,683 shares of common stock, alongside substantial outstanding PRSU and RSU awards that may convert into shares or cash in the future based on vesting and performance conditions.

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^*

Monia Brett P

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		89,145(1)	A	$0.0	268,717	D
Common Stock	01/16/2026		S(2)		44,034(2)	D	$74.82(3)	224,683	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
Performance Restricted Stock Units(4)	$0.0	01/15/2026		A		113,880		01/15/2027(5)	(5)	Common Stock	113,880	$0.0	744,081	D
Restricted Stock Unit	$0.0(6)	01/15/2026		M			89,145	01/15/2026(7)	(7)	Common Stock	89,145	$0.0	163,014	D
Restricted Stock Unit(8)	$0.0(6)	01/15/2026		A		42,705		01/15/2027(7)	(7)	Common Stock	42,705	$0.0	205,719	D

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 $74.57 to $75.07 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.

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

What insider transactions did Ionis Pharmaceuticals (IONS) CEO Brett Monia report?

Brett P. Monia reported the vesting of 89,145 restricted stock units into common stock, a grant of 113,880 Performance Restricted Stock Units and 42,705 additional restricted stock units on January 15, 2026, and the sale of 44,034 common shares on January 16, 2026 to cover tax withholding.

How many Ionis Pharmaceuticals (IONS) shares did the CEO sell and at what price?

On January 16, 2026, Brett P. Monia sold 44,034 shares of Ionis common stock at a weighted average price of $74.82 per share, in multiple transactions within a price range of $74.57 to $75.07.

Were the Ionis (IONS) CEO’s share sales part of tax withholding?

Yes. The filing states the 44,034-share sale on January 16, 2026 was an automatic sale to cover required tax withholding obligations related to the restricted stock unit awards under the company’s 2011 Equity Incentive Plan.

What Performance Restricted Stock Units did the Ionis (IONS) CEO receive?

On January 15, 2026, Brett P. Monia received a grant of 113,880 Performance Restricted Stock Units (PRSUs) under the Amended and Restated 2011 Equity Incentive Plan. This number represents the maximum that may be earned based on a three-year performance period tied to Ionis’s relative total shareholder return.

What are the vesting conditions for the Ionis (IONS) CEO’s PRSUs and RSUs?

The PRSUs may vest at the end of a three-year performance period based on Ionis’s relative total shareholder return versus a peer group, with potential payout from zero up to the 113,880-unit maximum. The restricted stock units generally vest in four equal annual installments, and each unit represents a contingent right to receive one share of Ionis common stock or its cash equivalent upon vesting.

How many Ionis Pharmaceuticals (IONS) shares does the CEO own after these transactions?

After the reported transactions, Brett P. Monia directly beneficially owned 224,683 shares of Ionis common stock. He also held outstanding PRSU and RSU awards, including 744,081 Performance Restricted Stock Units and other restricted stock units as detailed in the derivative securities table.