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Ionis director granted RSUs and stock options

Ionis Pharmaceuticals director Allene M. Diaz received equity awards as part of non-employee director compensation.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ionis Pharmaceuticals director Allene M. Diaz received equity awards as part of non-employee director compensation. On July 1, 2026, Diaz was granted 2,301 Restricted Stock Units and a Non-Qualified Stock Option for 5,369 shares of common stock at an exercise price of $79.19 per share.

The RSUs and options were granted under the company’s Amended and Restated 2002 Non-Employee Directors' Stock Option Plan and were adjusted so total 2026 equity compensation does not exceed $400,000 in grant date fair value under FASB Topic ASC 718. Both awards vest 100% on the earlier of the first anniversary of grant or the next annual stockholder meeting.

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Insights

Routine director equity grants with capped annual value and standard vesting.

Ionis Pharmaceuticals granted director Allene M. Diaz 2,301 Restricted Stock Units and options on 5,369 shares at $79.19 per share. These awards come at no cash cost to Diaz at grant and represent typical non-employee director equity compensation.

The company’s policy caps Diaz’s 2026 equity compensation at an aggregate grant date fair value of $400,000 under FASB Topic ASC 718, indicating a controlled, formula-based program. Vesting occurs in full on the earlier of the first anniversary of the grant or the next annual stockholder meeting.

The RSUs are settled in stock or cash equivalent, with delivery deferred at Diaz’s election to a future date tied to vesting, separation from service, or a change in control, consistent with deferral rules under Treasury Regulation Section 1.409A. Overall, this filing reflects routine, compensation-related equity awards rather than market transactions.

Insider Diaz Allene M.
Role Director
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (right to buy) 5,369 $0.00 $0.00
Grant/Award Restricted Stock Unit 2,301 $0.00 $0.00
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 5,369 contracts (Direct); Restricted Stock Unit — 7,521 contracts (Direct)
Footnotes (4)
  1. F1. Pursuant to the Company's Non-Employee Director Compensation Policy, these grants were adjusted downward such that the non-employee Director's annual equity compensation in 2026 totals no more than $400,000 based on the aggregate grant date fair value as determined in accordance with FASB Topic ASC 718.
  2. F2. Grant on July 1, 2026 to reporting person of stock options under the Amended and Restated Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. 100% of the shares subject to the option vest and become exercisable on either the first anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders of the Company, whichever occurs earlier. The option is exercisable to 0 shares on July 1, 2026.
  3. F3. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.
  4. F4. Grant of Restricted Stock Unit award on July 1, 2026 to the reporting person under the Amended and Restated Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. These Restricted Stock Units vest 100% on either the first anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders of the Company, whichever occurs earlier; however, the reporting person has elected to defer delivery of such shares until the earlier to occur of the fifth anniversary of the vesting date, the 30th day following the reporting person's Separation from Service from the Company or the date of a Change in Control of the Company, both as defined in Treasury Regulation Section 1.409A. These Restricted Stock Units are vested as to 0 shares on July 1, 2026.
Restricted Stock Units granted 2,301 units Grant to Allene M. Diaz on July 1, 2026
Stock options granted 5,369 options Non-Qualified Stock Option grant on July 1, 2026
Option exercise price $79.19 per share Conversion/exercise price for 5,369-share option grant
2026 equity compensation cap $400,000 Maximum annual director equity compensation grant-date fair value
RSU holdings after grant 7,521 units Total Restricted Stock Units following 2,301-unit grant
Option expiration date June 30, 2036 End of term for 5,369-share Non-Qualified Stock Option
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Non-Qualified Stock Option financial
"Grant on July 1, 2026 to reporting person of stock options under the Amended and Restated Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan."
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
FASB Topic ASC 718 financial
"annual equity compensation in 2026 totals no more than $400,000 based on the aggregate grant date fair value as determined in accordance with FASB Topic ASC 718."
Treasury Regulation Section 1.409A regulatory
"both as defined in Treasury Regulation Section 1.409A."
Non-Employee Director Compensation Policy financial
"Pursuant to the Company's Non-Employee Director Compensation Policy, these grants were adjusted downward such that the non-employee Director's annual equity compensation in 2026 totals no more than $400,000"

FAQ

What equity awards did Ionis (IONS) director Allene M. Diaz receive?
Allene M. Diaz received 2,301 Restricted Stock Units and a Non-Qualified Stock Option for 5,369 shares of Ionis common stock. Both awards were granted on July 1, 2026 under the company’s non-employee director equity compensation plan.

What is the exercise price and term of Allene Diaz’s new Ionis stock options?
Diaz’s Non-Qualified Stock Option covers 5,369 shares at an exercise price of $79.19 per share. The option fully vests by the earlier of the first anniversary or next annual stockholder meeting and expires on June 30, 2036, providing a long-dated incentive.

How is Allene Diaz’s 2026 Ionis director equity compensation limited?
Under Ionis’s Non-Employee Director Compensation Policy, Diaz’s 2026 equity grants were adjusted so total annual equity compensation does not exceed $400,000 in aggregate grant date fair value, calculated in accordance with FASB Topic ASC 718. This creates a clear cap on director equity awards.

When do Allene Diaz’s new Ionis RSUs and options vest?
Both the 2,301 Restricted Stock Units and the 5,369-share stock option vest 100% on the earlier of the first anniversary of the July 1, 2026 grant date or the next regularly scheduled annual meeting of stockholders, aligning vesting with director service and governance cycles.

How will the Ionis RSUs granted to Allene Diaz be settled and delivered?
Each Restricted Stock Unit represents a right to one share of Ionis common stock or equivalent cash. Diaz elected to defer delivery until the fifth anniversary of vesting, 30 days after separation from service, or upon a change in control, consistent with Treasury Regulation Section 1.409A.

Are Allene Diaz’s Ionis equity awards open-market purchases or compensation grants?
These transactions are compensation grants, not open-market purchases. The Form 4 shows award-type acquisitions coded as grants, with zero purchase price, issued under Ionis’s Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan and subject to director compensation policy limits.

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SEC Form 4
FORM 4UNITED 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*
Diaz Allene M.
(Last)(First)(Middle)
2855 GAZELLE COURT
(Street)
CARLSBAD CALIFORNIA 92010
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
IONIS PHARMACEUTICALS INC [ IONS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)$79.1907/01/2026A5,369(1)07/01/2027(2)06/30/2036(2)Common Stock5,369$0.05,369D
Restricted Stock Unit$0.0(3)07/01/2026A2,301(1) (4) (4)Common Stock2,301$0.07,521D
Explanation of Responses:
1. Pursuant to the Company's Non-Employee Director Compensation Policy, these grants were adjusted downward such that the non-employee Director's annual equity compensation in 2026 totals no more than $400,000 based on the aggregate grant date fair value as determined in accordance with FASB Topic ASC 718.
2. Grant on July 1, 2026 to reporting person of stock options under the Amended and Restated Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. 100% of the shares subject to the option vest and become exercisable on either the first anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders of the Company, whichever occurs earlier. The option is exercisable to 0 shares on July 1, 2026.
3. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.
4. Grant of Restricted Stock Unit award on July 1, 2026 to the reporting person under the Amended and Restated Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. These Restricted Stock Units vest 100% on either the first anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders of the Company, whichever occurs earlier; however, the reporting person has elected to defer delivery of such shares until the earlier to occur of the fifth anniversary of the vesting date, the 30th day following the reporting person's Separation from Service from the Company or the date of a Change in Control of the Company, both as defined in Treasury Regulation Section 1.409A. These Restricted Stock Units are vested as to 0 shares on July 1, 2026.
By: Patrick R. O'Neil, attorney-in-fact For: Allene M. Diaz07/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR