Ionis director exercises options, sells 11,518 shares
Ionis Pharmaceuticals director Joseph Klein III reported multiple equity transactions in company stock.
Rhea-AI Filing Summary
Ionis Pharmaceuticals director Joseph Klein III reported multiple equity transactions in company stock. On July 1, 2026, he exercised options covering 11,518 shares of common stock at an exercise price of $39.94 per share and sold 11,518 shares in open-market transactions at weighted average prices around $79 per share pursuant to a Rule 10b5-1 trading plan adopted on November 25, 2025. He also received grants of 2,301 restricted stock units and 5,369 non-qualified stock options with a strike price of $79.19 per share under the company’s non-employee director compensation programs. A separate filing entry notes 200 shares held indirectly by his son, which he disclaims as beneficially owned.
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Insider Trade Summary 10b5-1
Exercise and Sale: 11,518 shares ($450K approx. pre-tax spread)
Exercise and Sale
7 txns
Insider
KLEIN JOSEPH III
Role
Director
Sold
11,518 shs ($910K)
Approx. gross sale proceeds
$910K
Approx. exercise cost
$460K
Approx. pre-tax spread
$450K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Non-Qualified Stock Option (right to buy) | 11,518 | $0.00 | $0.00 |
| 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 |
| Exercise | Common Stock | 11,518 | $39.94 | $460K |
| Sale | Common Stock | 99 | $79.45 | $8K |
| Sale | Common Stock | 11,419 | $79.0394 | $903K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Non-Qualified Stock Option (right to buy) — 5,369 contracts (Direct);
Restricted Stock Unit — 16,277 contracts (Direct);
Common Stock — 11,014 shares (Direct);
Common Stock — 200 shares (Indirect, by Son)
Footnotes (7)
- F1. Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on November 25, 2025.
- F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.39 to $79.38 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.
- F3. The reporting person disclaims beneficial ownership of all securities held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4. 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.
- F5. 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.
- F6. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.
- F7. 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 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.
Key Figures
Shares sold: 11,518 shares
Sale prices: $79.0394 and $79.45 per share
Options exercised: 11,518 shares at $39.94/share
+4 more
7 metrics
Shares sold
11,518 shares
Open-market sales of common stock on July 1, 2026
Sale prices
$79.0394 and $79.45 per share
Weighted average and individual sale prices for sold shares
Options exercised
11,518 shares at $39.94/share
Non-qualified stock options exercised on July 1, 2026
New option grant
5,369 options at $79.19/share
Non-qualified stock option grant expiring June 30, 2036
RSU grant
2,301 RSUs
Restricted Stock Unit grant on July 1, 2026
Director equity cap
$400,000
Maximum 2026 annual equity compensation under Ionis policy
Indirect holdings by son
200 shares
Common stock held by son, disclaimed as beneficially owned
Key Terms
Rule 10b5-1 Trading Plan, Non-Qualified Stock Option, Restricted Stock Unit, Non-Employee Director Compensation Policy, +2 more
6 terms
Rule 10b5-1 Trading Plan regulatory
"Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Non-Qualified Stock Option financial
"Non-Qualified Stock Option (right to buy) with an exercise price of $79.1900"
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.
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock"
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-Employee Director Compensation Policy financial
"Pursuant to the Company's Non-Employee Director Compensation Policy, these grants were adjusted downward"
grant date fair value financial
"annual equity compensation in 2026 totals no more than $400,000 based on the aggregate grant date fair value"
The grant date fair value is the estimated dollar worth of a stock-based award (such as stock options or restricted shares) at the exact moment it is given to an employee or contractor. Investors care because companies use that value to record compensation expenses and to show how much potential ownership and earnings dilution those awards could create—think of it as the price tag placed on a gift card when it is handed over so the company can report the cost now.
Treasury Regulation Section 1.409A regulatory
"earlier to occur of the 30th day following Separation from Service or a Change in Control, both as defined in Treasury Regulation Section 1.409A"
FAQ
What insider transactions did Ionis (IONS) director Joseph Klein report?
Joseph Klein III exercised options for 11,518 Ionis shares at $39.94 and sold 11,518 shares in open-market trades near $79. He also received new grants of restricted stock units and stock options as part of Ionis’s non-employee director compensation programs.
What stock option activity did Joseph Klein report for Ionis Pharmaceuticals (IONS)?
Klein exercised 11,518 non-qualified stock options with a $39.94 exercise price, converting them into common shares that were then sold. He also received a new grant of 5,369 non-qualified stock options with a $79.19 strike price, expiring on June 30, 2036.
What restricted stock unit (RSU) grants did Ionis (IONS) report for director Joseph Klein?
Ionis granted Klein 2,301 restricted stock units on July 1, 2026, each representing one potential share of common stock or its cash equivalent. These RSUs were issued under the company’s non-employee director plan and vest based on time, with delivery subject to his deferral election.
How does Joseph Klein’s son factor into the Ionis (IONS) Form 4 filing?
The filing lists 200 Ionis common shares held indirectly through Klein’s son. A footnote explains Klein disclaims beneficial ownership of these securities, meaning he does not treat them as his own for Section 16 or other ownership purposes.
How does Ionis (IONS) cap Joseph Klein’s 2026 director equity compensation?
A footnote explains that 2026 equity grants to Klein were adjusted so his annual equity compensation does not exceed $400,000 in grant-date fair value. This cap follows Ionis’s Non-Employee Director Compensation Policy and is calculated under FASB Topic ASC 718 accounting rules.
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