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Ionis (NASDAQ: IONS) EVP logs RSU vesting, PRSU grant and tax sales

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

Rhea-AI Filing Summary

Ionis Pharmaceuticals executive Joseph Baroldi reported equity award activity and related share sales. On 01/15/2026, restricted stock units vested, resulting in the acquisition of 17,037 shares of common stock directly and 2,850 shares indirectly through his spouse at an exercise price of $0.0 per share. Following these transactions, he held 47,338 common shares directly and 5,921 shares indirectly through his spouse.

On 01/16/2026, he reported sales of 6,907 directly held shares at a weighted average price of $75.75 and 1,149 indirectly held shares at $75.78, described as automatic sales to cover tax withholding obligations. Separately, on 01/15/2026 he received a grant of 25,800 performance restricted stock units that may vest after a three‑year performance period, as well as additional restricted stock unit grants for himself and his spouse under the company’s equity incentive plan.

Positive

  • None.

Negative

  • None.
Insider Baroldi Joseph
Role EVP, Chief Business Officer
Sold 8,056 shs ($610K)
Type Security Shares Price Value
Sale Common Stock 6,907 $75.75 $523K
Sale Common Stock 1,149 $75.78 $87K
Grant/Award Performance Restricted Stock Units 25,800 $0.00 --
Exercise Restricted Stock Unit 17,037 $0.00 --
Grant/Award Restricted Stock Unit 9,675 $0.00 --
Exercise Restricted Stock Unit 2,850 $0.00 --
Grant/Award Restricted Stock Unit 3,900 $0.00 --
Exercise Common Stock 17,037 $0.00 --
Exercise Common Stock 2,850 $0.00 --
Holdings After Transaction: Common Stock — 40,431 shares (Direct); Common Stock — 4,772 shares (Indirect, by Spouse); Performance Restricted Stock Units — 77,090 shares (Direct); Restricted Stock Unit — 49,474 shares (Direct); Restricted Stock Unit — 5,474 shares (Indirect, by Spouse)
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 $75.72 to $75.78 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. Grant to reporting person's spouse of Restricted Stock Units under the Ionis Pharmaceuticals, Inc. Amended and Restated 2011 Equity Incentive Plan.
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*
Baroldi Joseph

(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, Chief Business Officer
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) 17,037(1) A $0.0 47,338 D
Common Stock 01/16/2026 S(2) 6,907(2) D $75.75(3) 40,431 D
Common Stock 01/15/2026 M(1) 2,850(1) A $0.0 5,921 I by Spouse
Common Stock 01/16/2026 S(2) 1,149(2) D $75.78 4,772 I by Spouse
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 77,090 D
Restricted Stock Unit $0.0(6) 01/15/2026 M 17,037 01/15/2026(7) (7) Common Stock 17,037 $0.0 49,474 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 59,149 D
Restricted Stock Unit $0.0(6) 01/15/2026 M 2,850 01/15/2026(7) (7) Common Stock 2,850 $0.0 5,474 I by Spouse
Restricted Stock Unit(9) $0.0(6) 01/15/2026 A 3,900 01/15/2027(7) (7) Common Stock 3,900 $0.0 9,374 I by Spouse
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 $75.72 to $75.78 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.
9. Grant to reporting person's spouse 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: Joseph T. Baroldi 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.

FAQ

What did Ionis Pharmaceuticals (IONS) executive Joseph Baroldi report in this Form 4?

The filing reports vesting of restricted stock units into Ionis common stock, automatic sales of some shares to cover tax withholding, and new grants of performance and time-based restricted stock units to EVP and Chief Business Officer Joseph Baroldi and his spouse.

How many Ionis Pharmaceuticals (IONS) shares did Joseph Baroldi sell on 01/16/2026?

He reported selling 6,907 directly held common shares at a weighted average price of about $75.75 and 1,149 indirectly held shares owned by his spouse at $75.78, with the sales described as transactions to cover required tax withholding obligations.

How many Ionis Pharmaceuticals (IONS) shares does Joseph Baroldi hold after these transactions?

After the reported transactions, Joseph Baroldi beneficially owned 40,431 shares of Ionis common stock directly and 4,772 shares indirectly through his spouse, as shown in the Form 4 tables.

What performance restricted stock units did Joseph Baroldi receive from Ionis Pharmaceuticals (IONS)?

He received a grant of 25,800 performance restricted stock units on 01/15/2026 under the Ionis Amended and Restated 2011 Equity Incentive Plan. These units may vest at the end of a three-year performance period based on Ionis’s relative total shareholder return, and the 25,800 units represent the maximum that may be earned.

What time-based restricted stock units were granted to Joseph Baroldi and his spouse by Ionis Pharmaceuticals (IONS)?

On 01/15/2026, Baroldi received 9,675 restricted stock units directly and his spouse received 3,900 restricted stock units. These units vest in four equal annual installments and each unit represents a contingent right to receive one Ionis common share or its cash equivalent.

Were the Ionis Pharmaceuticals (IONS) share sales by Joseph Baroldi discretionary market sales?

The filing states the sales were made pursuant to an automatic sale to cover required tax withholding obligations under the company’s equity incentive plan Restricted Stock Unit Agreement and Grant Notice, indicating they were tied to tax obligations on vesting rather than discretionary trading.