Ionis (IONS) CFO Elizabeth Hougen sells 6,988 shares after 13,562-share PRSU vest

Rhea-AI Filing Summary

Ionis Pharmaceuticals EVP, Finance & CFO Elizabeth L. Hougen reported two stock transactions. On January 29, 2026, she acquired 13,562 shares of common stock at $0.00 per share from the vesting of performance-based restricted stock units tied to relative total shareholder return, which vested at 167.27% of target shares. On January 30, 2026, she sold 6,988 shares of common stock at a weighted average price of $83.243 per share, with individual sale prices ranging from $83.11 to $83.32. Following these transactions, she directly owned 132,881 shares of Ionis Pharmaceuticals common stock.

Insider Trade Summary

Net Seller: 6,988 shares ($581,702)

Net Sell 2 txns

Insider HOUGEN ELIZABETH L

Role EVP, Finance & CFO

Sold 6,988 shs ($582K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,988	$83.243	$582K
Grant/Award	Common Stock	13,562	$0.00	--

Holdings After Transaction: Common Stock — 132,881 shares (Direct)

Footnotes (1)

1. Represents shares earned upon the vesting of performance-based restricted stock units ("PRSUs") for the performance period of the grant to the reporting person reported on January 18, 2023. The Compensation Committee certified achievement of the pre-established performance goal based on the Issuer's relative total shareholder return as compared to a peer group of companies at a level resulting in a vest of 167.27% of target shares. As reported at grant, the PRSUs could result in a payout of 0% to 200% based on actual achievement of the goal. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.11 to $83.32 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.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

HOUGEN ELIZABETH L

(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, Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		A		13,562(1)	A	$0.0	139,869	D
Common Stock	01/30/2026		S		6,988	D	$83.243(2)	132,881	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

Explanation of Responses:

1. Represents shares earned upon the vesting of performance-based restricted stock units ("PRSUs") for the performance period of the grant to the reporting person reported on January 18, 2023. The Compensation Committee certified achievement of the pre-established performance goal based on the Issuer's relative total shareholder return as compared to a peer group of companies at a level resulting in a vest of 167.27% of target shares. As reported at grant, the PRSUs could result in a payout of 0% to 200% based on actual achievement of the goal.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.11 to $83.32 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.

	By: Patrick R. O'Neil, attorney-in-fact For: Elizabeth L. Hougen	02/02/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Ionis (IONS) CFO Elizabeth Hougen report?

Elizabeth Hougen reported a grant and a sale of Ionis shares. She acquired 13,562 common shares from vesting PRSUs on January 29, 2026, then sold 6,988 shares on January 30, 2026 at a weighted average of $83.243 per share.

How many Ionis (IONS) shares does the CFO own after these Form 4 transactions?

After the reported transactions, Elizabeth Hougen directly owned 132,881 shares of Ionis common stock. This figure reflects both the 13,562-share PRSU vesting and the subsequent 6,988-share sale disclosed in the Form 4 filing for January 2026.

What was the price range for the Ionis (IONS) shares sold by the CFO?

The Form 4 reports a weighted average sale price of $83.243 per share. The 6,988 shares sold by Elizabeth Hougen on January 30, 2026 were executed in multiple trades at prices between $83.11 and $83.32 per share, inclusive.

What triggered the 13,562-share PRSU vesting for Ionis (IONS) CFO?

The 13,562 shares came from performance-based restricted stock units that vested. The Compensation Committee certified Ionis’s relative total shareholder return versus a peer group at a level resulting in 167.27% of target shares vesting for the relevant performance period.

Were the vested Ionis (IONS) PRSUs subject to a performance range?

Yes. The PRSUs were originally structured to pay out between 0% and 200% of target shares based on actual goal achievement. For this performance period, the certified result produced a payout of 167.27% of target shares to Elizabeth Hougen.

Did Ionis (IONS) CFO pay anything for the vested PRSU shares?

The vested PRSUs converted into 13,562 shares of Ionis common stock at a reported price of $0.00 per share. This indicates the shares were delivered as equity compensation rather than purchased in the open market for cash consideration.