Ionis (IONS) EVP Schneider gains PRSU shares, then sells 6,179 in stock trade

Rhea-AI Filing Summary

Ionis Pharmaceuticals executive Eugene Schneider reported two stock transactions. On January 29, 2026, he acquired 11,991 shares of common stock at $0.00 when performance-based restricted stock units vested. The Compensation Committee certified performance at 167.27% of target shares based on relative total shareholder return.

On January 30, 2026, Schneider sold 6,179 shares of common stock at a weighted average price of $83.4487, in multiple trades between $83.32 and $83.48. After these transactions, he directly owned 69,702 shares of Ionis common stock.

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

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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^*

Schneider Eugene

(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, Chf Clinical Develop Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		A		11,991(1)	A	$0.0	75,881	D
Common Stock	01/30/2026		S		6,179	D	$83.4487(2)	69,702	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

Explanation of Responses:

1. Represents shares earned upon the vesting of performance-based restricted stock units ("PRSUs") for the performance period of the grant to the reporting person reported on January 18, 2023. The Compensation Committee certified achievement of the pre-established performance goal based on the Issuer's relative total shareholder return as compared to a peer group of companies at a level resulting in a vest of 167.27% of target shares. As reported at grant, the PRSUs could result in a payout of 0% to 200% based on actual achievement of the goal.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.32 to $83.48 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.

	By: Patrick R. O'Neil, attorney-in-fact For: Eugene Schneider	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Ionis (IONS) EVP Eugene Schneider report?

Eugene Schneider reported acquiring 11,991 Ionis common shares from vested performance-based RSUs and selling 6,179 shares. The acquisition occurred on January 29, 2026, and the sale on January 30, 2026, leaving him with 69,702 directly held shares.

How many Ionis (IONS) shares does Eugene Schneider hold after these Form 4 transactions?

After the reported transactions, Eugene Schneider directly owns 69,702 Ionis common shares. This reflects the vesting of 11,991 performance-based RSU shares and the sale of 6,179 shares, as disclosed in the Form 4 filed for the January 2026 activity.

What was the sale price for Eugene Schneider’s Ionis (IONS) share transaction?

Schneider’s 6,179 Ionis shares were sold at a weighted average price of $83.4487 per share. The Form 4 notes multiple trades within a price range from $83.32 to $83.48, and detailed trade breakdowns are available on request from the company.

What triggered the 11,991 Ionis (IONS) shares acquired by Eugene Schneider?

The 11,991 shares were earned upon vesting of performance-based RSUs granted in 2023. The Compensation Committee certified performance at 167.27% of target based on Ionis’ relative total shareholder return versus a peer group, determining the final share payout.

What performance range applied to Eugene Schneider’s Ionis (IONS) PRSUs?

The performance-based RSUs could pay out from 0% to 200% of target shares, depending on goal achievement. For this performance period, the Compensation Committee certified results at 167.27% of target, which determined the 11,991 Ionis shares that vested to Schneider.

Is Eugene Schneider’s Ionis (IONS) Form 4 transaction a direct holding?

Yes. The Form 4 lists Schneider’s ownership as direct for the reported transactions. Both the 11,991 shares acquired from vesting PRSUs and the 6,179 shares sold are shown as directly held, with no indication of indirect ownership through another entity.