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Ionis Pharmaceuticals (NASDAQ: IONS) EVP reports stock sale plus new PRSU and RSU awards

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Ionis Pharmaceuticals executive Brian Birchler reported several equity transactions. On January 15, 2026, 20,089 shares of common stock were acquired at $0.0 per share upon vesting and release of restricted stock units, increasing his direct holdings to 68,915 shares. On January 16, 2026, he sold 8,480 shares of common stock at a weighted average price of $75.11 per share in an automatic sale to cover tax withholding, leaving 60,435 common shares directly owned.

Birchler also received equity awards on January 15, 2026, including 25,800 Performance Restricted Stock Units (PRSUs), representing the maximum that may be earned based on three‑year relative total shareholder return, and a grant of 9,675 Restricted Stock Units (RSUs). These PRSUs may vest at the end of the three‑year period, while RSUs generally vest in four equal annual installments, each unit representing a right to one share of Ionis common stock or its cash equivalent.

Positive

  • None.

Negative

  • None.
Insider Birchler Brian
Role EVP, Corp and Development Ops
Sold 8,480 shs ($637K)
Type Security Shares Price Value
Sale Common Stock 8,480 $75.11 $637K
Grant/Award Performance Restricted Stock Units 25,800 $0.00 --
Exercise Restricted Stock Unit 20,089 $0.00 --
Grant/Award Restricted Stock Unit 9,675 $0.00 --
Exercise Common Stock 20,089 $0.00 --
Holdings After Transaction: Common Stock — 60,435 shares (Direct); Performance Restricted Stock Units — 79,138 shares (Direct); Restricted Stock Unit — 41,126 shares (Direct)
Footnotes (1)
  1. Acquired pursuant to vesting and release of shares in accordance with Restricted Stock Unit awards. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.07 to $75.14 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. Grant to reporting person of Performance Restricted Stock Units (PRSUs) under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan. 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. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value. 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. Grant to reporting person of Restricted Stock Units under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.
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
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).
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*
Birchler Brian
(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, Corp and Development Ops
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) 20,089(1) A $0.0 68,915 D
Common Stock 01/16/2026 S(2) 8,480(2) D $75.11(3) 60,435 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 25,800 01/15/2029(5) (5) Common Stock 25,800 $0.0 79,138 D
Restricted Stock Unit $0.0(6) 01/15/2026 M 20,089 01/15/2026(7) (7) Common Stock 20,089 $0.0 41,126 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 50,801 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 $75.07 to $75.14 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: Brian Birchler 01/20/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did IONIS PHARMACEUTICALS INC (IONS) report for Brian Birchler?

The filing shows that EVP Brian Birchler acquired 20,089 shares of Ionis common stock on January 15, 2026 through the vesting and release of restricted stock units, then sold 8,480 shares on January 16, 2026. He also received grants of 25,800 Performance Restricted Stock Units and 9,675 Restricted Stock Units on January 15, 2026.

At what price did Brian Birchler sell Ionis (IONS) shares in this Form 4?

On January 16, 2026, Brian Birchler sold 8,480 shares of Ionis common stock at a weighted average price of $75.11 per share. The shares were sold in multiple transactions between $75.07 and $75.14 per share, and the sale was executed to cover tax withholding obligations under the company’s equity incentive plan.

How many Ionis (IONS) shares does Brian Birchler own after the reported transactions?

Following the reported transactions, Brian Birchler directly owns 60,435 shares of Ionis common stock. In addition, he holds derivative awards including 79,138 Performance Restricted Stock Units and 50,801 Restricted Stock Units, each generally representing a contingent right to receive one share of Ionis common stock or its cash value.

What are the terms of the Performance Restricted Stock Units (PRSUs) granted to the Ionis EVP?

The filing reports a grant of 25,800 PRSUs on January 15, 2026. These PRSUs may vest at the end of a three‑year performance period based on Ionis’s relative total shareholder return versus a peer group. The 25,800 units represent the maximum that can be earned, equal to 200% of the target; the actual number that vests can range from zero up to this maximum.

How do the Restricted Stock Units (RSUs) for Ionis (IONS) executive Brian Birchler vest?

Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value. According to the filing, the RSUs generally vest in four equal annual installments. Upon vesting, they will be settled in whole shares of Ionis common stock or cash, as determined by the company.

Was the Ionis (IONS) insider share sale discretionary or automatic?

The sale of 8,480 shares on January 16, 2026 was made pursuant to an automatic sale to cover required tax withholding obligations under the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice, rather than a discretionary open‑market portfolio sale.