Form 4: Joseph Klein III Reports 28,000-Share Sale, Trust Acquisitions

Rhea-AI Filing Summary

Joseph Klein III, a director of Ionis Pharmaceuticals, reported multiple transactions dated 09/03/2025. The filing shows two non-derivative acquisitions recorded as 16,000 and 12,000 shares of common stock reported with transaction code M and price listed as $0.0, each noted as indirectly owned by a trust. On the same date the form records a sale of 28,000 common shares at $60 per share, with an explanatory note stating the sale was made pursuant to a Rule 10b5-1 trading plan adopted January 3, 2024. The report also lists 16,346 shares held directly and 100 shares held indirectly by his son, with the filer disclaiming beneficial ownership of the son's shares.

Positive

• Sale executed under a Rule 10b5-1 trading plan, which provides an affirmative defense and signals pre-planned execution
• Timely Section 16 disclosure by the reporting person showing compliance with insider reporting rules
• Clear disclaimer disavowing beneficial ownership of securities held by the reporting person's son

Negative

• Insider sale of 28,000 shares at $60 represents a notable disposition of shares by a director
• Acquisitions reported at $0.0 and option-related entries may indicate complex internal transfers that reduce transparency for some investors

Insights

Corporate Governance Expert

TL;DR: Director executed planned sale under a 10b5-1 plan; additional trust-related movements reported.

The Form 4 documents transparent disclosure of insider activity: a sale of 28,000 shares at $60 executed under a Rule 10b5-1 plan, which typically provides an affirmative defense against insider trading claims when properly adopted. Concurrently, the report shows acquisitions of 16,000 and 12,000 shares recorded as indirect trust holdings at $0.0, and the filing includes a disclaimer of beneficial ownership for 100 shares held by the reporting person’s son. From a governance perspective, the filing demonstrates compliance with Section 16 reporting and use of a trading plan to manage potential conflicts.

Securities Analyst

TL;DR: Insider sold 28,000 shares at $60 and reported trust-related option exercises or transfers; net beneficial holdings remain small relative to corporate scale.

The key market-impacting item is the disclosed sale of 28,000 shares at $60 per share executed pursuant to a 10b5-1 plan. The form also records two M-coded acquisitions totaling 28,000 common shares (16,000 and 12,000) listed at $0.0 and two non-qualified stock option exercises reported in Table II that correspond to those amounts. The report ends with 16,346 shares listed as directly owned and a 100-share indirect position tied to a family member. These transactions are routine insider activity and, absent additional context about total outstanding shares or larger holdings, do not by themselves indicate a material change to ownership control.

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).

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 Joseph Klein III report on the Form 4 for IONS?

The filing reports multiple transactions dated 09/03/2025: acquisitions of 16,000 and 12,000 common shares (indirectly by a trust), a sale of 28,000 shares at $60 per share executed under a 10b5-1 trading plan, and holdings of 16,346 shares directly and 100 shares indirectly by his son.

Was the 28,000-share sale by Joseph Klein III part of a preplanned program?

Yes. The explanatory section states those shares were sold pursuant to a Rule 10b5-1 trading plan adopted on January 3, 2024.

Are any securities listed as held by family members in the Form 4?

Yes. The form lists 100 shares as indirectly owned by the reporting person’s son, and the reporting person disclaims beneficial ownership of those securities.

Do the acquisitions show a purchase price?

The two reported acquisitions of 16,000 and 12,000 common shares are listed with a price of $0.0 in the filing.

Who signed the Form 4 on behalf of Joseph Klein III?

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