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Ionis (NASDAQ: IONS) awards director RSUs and stock options

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

Rhea-AI Filing Summary

IONIS PHARMACEUTICALS INC director Joseph Loscalzo received equity awards as part of non-employee director compensation. On July 1, 2026, he was granted 2,301 Restricted Stock Units, each representing one share of common stock or its cash equivalent, bringing his RSU-related holdings to 7,521 units.

He was also granted 5,369 Non-Qualified Stock Options with an exercise price of $79.19 per share. Both the RSUs and options vest 100% on the earlier of the first anniversary of grant or the next annual stockholders’ meeting, with RSUs delivered on the July 15 following vesting. The company’s Non-Employee Director Compensation Policy caps his 2026 annual equity compensation at $400,000 based on grant date fair value under FASB Topic ASC 718.

Positive

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Insider LOSCALZO JOSEPH
Role null
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (right to buy) 5,369 $0.00 --
Grant/Award Restricted Stock Unit 2,301 $0.00 --
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 5,369 shares (Direct, null); Restricted Stock Unit — 7,521 shares (Direct, null)
Footnotes (1)
  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. 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. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value. Grant on July 1, 2026 to reporting person of Restricted Stock Unit award 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, and will be delivered to the reporting person on the July 15th following the vesting date. The Restricted Stock Unit is vested as to 0 shares on July 1, 2026.
RSU grant 2,301 units Restricted Stock Units granted on July 1, 2026
RSUs after grant 7,521 units Total RSU-related holding following transaction
Stock option grant 5,369 options Non-Qualified Stock Options granted on July 1, 2026
Option exercise price $79.19 per share Exercise price for new Non-Qualified Stock Options
Option expiration June 30, 2036 Expiration date of granted stock options
Equity comp cap 2026 $400,000 Maximum 2026 annual equity compensation grant-date fair value
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.
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."
grant date fair value 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."
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.
FASB Topic ASC 718 financial
"based on the aggregate grant date fair value as determined in accordance with FASB Topic ASC 718."
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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*
LOSCALZO JOSEPH

(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 on July 1, 2026 to reporting person of Restricted Stock Unit award 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, and will be delivered to the reporting person on the July 15th following the vesting date. The Restricted Stock Unit is vested as to 0 shares on July 1, 2026.
By: Patrick R. O'Neil, attorney-in-fact For: Joseph Loscalzo07/06/2026
** 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)

FAQ

What equity awards did Ionis (IONS) director Joseph Loscalzo receive?

Joseph Loscalzo received 2,301 Restricted Stock Units and 5,369 Non-Qualified Stock Options on July 1, 2026. The RSUs convert into common stock or cash, while the options allow future share purchases at a fixed exercise price of $79.19.

How and when do Joseph Loscalzo’s new Ionis (IONS) RSUs vest?

The 2,301 Restricted Stock Units vest 100% on the earlier of the first anniversary of the July 1, 2026 grant or the next annual stockholders’ meeting. After vesting, the RSUs are delivered on the July 15 immediately following the vesting date.

What are the key terms of Joseph Loscalzo’s new Ionis stock options?

Loscalzo received 5,369 Non-Qualified Stock Options with a $79.19 exercise price. All shares under the option vest and become exercisable on the earlier of the first anniversary of grant or the next annual stockholders’ meeting, and expire on June 30, 2036.

How is Ionis (IONS) limiting Joseph Loscalzo’s 2026 director equity compensation?

Ionis adjusted these grants so his 2026 annual equity compensation does not exceed $400,000 in aggregate grant date fair value. The cap is set by the company’s Non-Employee Director Compensation Policy and calculated under FASB Topic ASC 718 accounting rules.

Under which plan were Joseph Loscalzo’s Ionis (IONS) awards granted?

Both the stock options and Restricted Stock Units were granted under the Amended and Restated Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors' Stock Option Plan. This plan governs equity compensation for non-employee directors, including vesting schedules and delivery mechanics for awards.

When are Joseph Loscalzo’s new Ionis (IONS) options exercisable?

The options are exercisable as to 0 shares on July 1, 2026 and vest fully later. All 5,369 shares under the option become exercisable on the earlier of the first anniversary of grant or the next regularly scheduled annual stockholders’ meeting, then remain exercisable until June 30, 2036.