Form 4: IONS insider exercises options and sells shares under 10b5-1 plan

Rhea-AI Filing Summary

Joseph Klein III, a director of Ionis Pharmaceuticals, reported multiple transactions on 09/03/2025. The filing shows option exercises resulting in receipt of common stock and contemporaneous sales executed under a Rule 10b5-1 trading plan. Specifically, the report lists exercises of options that generated 12,000 and 16,000 shares credited to a trust, and a sale of 28,000 shares at $60 per share pursuant to the 10b5-1 plan. The filing also reports a disposition of 16,346 shares and notes 100 shares held by his son for which he disclaims beneficial ownership. All transactions are reported as indirect holdings through a trust except the 100 shares held by his son.

Positive

• Sale executed under a documented Rule 10b5-1 trading plan, which provides a pre-established framework for insider sales
• Full disclosure of option exercise details including exercise prices ($42.88 and $52.22) and related option terms
• Transactions reported as indirect through a trust, showing consistent ownership reporting structure

Negative

• Large insider sale (28,000 shares) at $60 per share which may be perceived as significant insider liquidity
• Some dispositions reported (16,346 shares) with limited context in the filing about source or purpose beyond the 10b5-1 sale

Insights

Securities Analyst

TL;DR: Director executed and exercised equity instruments and sold shares under a pre-established 10b5-1 plan.

The Form 4 shows coordinated activity: two option exercises credited to a trust (12,000 and 16,000 shares) and a matching sale of 28,000 shares at $60 under a Rule 10b5-1 plan adopted Jan 3, 2024. The reported exercises reference two non-qualified stock options with exercise prices of $42.88 and $52.22 and multi-year vest/exercise schedules. Reporting is filed as indirect ownership by trust and includes a disclaimer regarding 100 shares held by the reporting persons son. For investors, this is a routine director liquidity event structured via a trading plan; the filing contains no statements about material company events.

Corporate Governance Expert

TL;DR: Transactions appear compliant with Section 16 reporting and a documented 10b5-1 plan.

The filing explicitly indicates the sale was made pursuant to a 10b5-1 plan and the form is signed by an attorney-in-fact, showing procedural adherence. Ownership is reported largely through an indirect trust vehicle and the filer disclaims beneficial ownership of shares held by his son. The disclosure is clear on transaction codes, quantities, prices, and option terms, enabling transparent oversight of insider activity without alleging breaches or omissions within the filing's scope.

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
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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).

X

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^*

KLEIN JOSEPH III

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		M		16,000	A	$0.0	16,000	I	by Trust
Common Stock	09/03/2025		M		12,000	A	$0.0	28,000	I	by Trust
Common Stock	09/03/2025		S		28,000(1)	D	$60	0	I	by Trust
Common Stock								16,346	D
Common Stock								100	I	by Son(2)

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
Non-Qualified Stock Option (right to buy)	$42.88	09/03/2025		M			12,000	07/02/2019	07/01/2028	Common Stock	12,000	$0.0	0	I	by Trust
Non-Qualified Stock Option (right to buy)	$52.22	09/03/2025		M			16,000	07/03/2018	07/02/2027	Common Stock	16,000	$0.0	0	I	by Trust

Explanation of Responses:

1. Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on January 3, 2024

2. 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.

	By: Patrick R. O'Neil, attorney-in-fact For: Joseph Klein, III	09/04/2025
	** 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 (IONS) director Joseph Klein III report on Form 4 dated 09/03/2025?

The filing reports option exercises resulting in 12,000 and 16,000 shares credited to a trust, a sale of 28,000 shares at $60 per share under a Rule 10b5-1 plan, a disposition of 16,346 shares, and 100 shares held by his son (disclaimed).

Were any insider sales made under a 10b5-1 plan in this Form 4 for IONS?

Yes. The filing explicitly indicates the sale of 28,000 shares was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 3, 2024.

What option exercise prices and expirations are disclosed for Joseph Klein III?

Two non-qualified stock options are disclosed: one with a $42.88 exercise price exercisable from 07/02/2019 and expiring 07/01/2028 (12,000 shares), and one with a $52.22 exercise price exercisable from 07/03/2018 and expiring 07/02/2027 (16,000 shares).

How is beneficial ownership reported in this Form 4?

Most securities are reported as indirect (I) via a trust. The reporting person disclaims beneficial ownership of shares held by his son.

Who signed the Form 4 for Joseph Klein III?

The Form 4 was signed by Patrick R. O'Neil, attorney-in-fact for Joseph Klein, III on 09/04/2025.