Ionis (NASDAQ: IONS) director receives $400K-capped RSUs and options grant

Rhea-AI Filing Summary

IONIS PHARMACEUTICALS INC director Michael J. Yang received equity awards as part of non-employee director compensation. On July 1, 2026, he was granted 2,301 Restricted Stock Units tied to common stock and 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 regularly scheduled annual stockholders’ meeting. The RSU delivery is deferred until the earlier of the fifth anniversary of vesting, a qualifying separation from service, or a change in control. After these grants, Yang directly holds 9,451 RSU-based common shares and 5,369 options. The company notes his 2026 annual equity compensation was adjusted to total no more than $400,000 in grant date fair value under its non-employee director policy.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider YANG MICHAEL J.

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 — 9,451 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. Acquired pursuant to vesting and release of shares in accordance with a Restricted Stock Unit award. Grant of Restricted Stock Unit award on July 1, 2026 to the reporting person 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; however, the reporting person has elected to defer delivery of such shares until the earlier to occur of the fifth anniversary of the vesting date, the 30th day following the reporting person's Separation from Service from the Company or the date of a Change in Control of the Company, both as defined in Treasury Regulation Section 1.409A. These Restricted Stock Units are vested as to 0 shares on July 1, 2026.

Key Figures

RSU grant size: 2,301 RSUs Option grant size: 5,369 options Option exercise price: $79.19 per share +4 more

7 metrics

RSU grant size 2,301 RSUs Restricted Stock Units granted July 1, 2026 to Michael J. Yang

Option grant size 5,369 options Non-qualified stock options granted July 1, 2026

Option exercise price $79.19 per share Conversion or exercise price for 5,369 options

RSU-based holdings after grant 9,451 shares Total shares underlying RSUs following July 1, 2026 transaction

Option holdings after grant 5,369 options Total options held following July 1, 2026 grant

Equity compensation cap $400,000 Maximum 2026 annual equity compensation grant-date fair value

Option expiration date June 30, 2036 Expiration of non-qualified stock options if unexercised

Key Terms

Restricted Stock Unit, Non-Qualified Stock Option, grant date fair value, FASB Topic ASC 718, +2 more

6 terms

Restricted Stock Unit financial

"Acquired pursuant to vesting and release of shares in accordance with a Restricted Stock Unit award."

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.

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."

Separation from Service financial

"until the earlier to occur of the fifth anniversary of the vesting date, the 30th day following the reporting person's Separation from Service from the Company"

Change in Control financial

"until the earlier to occur of the fifth anniversary of the vesting date, the 30th day following the reporting person's Separation from Service from the Company or the date of a Change in Control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 06:51 PM Accepted by SEC EDGAR 07/06/2026 - 06:50 PM Learn about SEC filing dates

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^*

YANG MICHAEL J.

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$79.19	07/01/2026		A		5,369(1)		07/01/2027(2)	06/30/2036(2)	Common Stock	5,369	$0.0	5,369	D
Restricted Stock Unit	$0.0(3)	07/01/2026		A		2,301(1)		(4)	(4)	Common Stock	2,301	$0.0	9,451	D

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. Acquired pursuant to vesting and release of shares in accordance with a Restricted Stock Unit award.

4. Grant of Restricted Stock Unit award on July 1, 2026 to the reporting person 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; however, the reporting person has elected to defer delivery of such shares until the earlier to occur of the fifth anniversary of the vesting date, the 30th day following the reporting person's Separation from Service from the Company or the date of a Change in Control of the Company, both as defined in Treasury Regulation Section 1.409A. These Restricted Stock Units are vested as to 0 shares on July 1, 2026.

	By: Patrick R. O'Neil, attorney-in-fact For: Michael J. Yang	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Ionis (IONS) director Michael J. Yang receive on July 1, 2026?

Michael J. Yang received 2,301 Restricted Stock Units and 5,369 non-qualified stock options on July 1, 2026. Both awards relate to Ionis common stock and were granted under the company’s non-employee director stock option plan as part of his annual board compensation.

How do the new Ionis (IONS) director RSUs and options vest for Michael J. Yang?

Both the RSUs and stock options vest 100% on the earlier of the first anniversary of the July 1, 2026 grant date or the next regularly scheduled annual meeting of stockholders. As of the grant date, zero shares under each award were vested or exercisable.

What is the exercise price and term of Michael J. Yang’s new Ionis (IONS) stock options?

The non-qualified stock options for Michael J. Yang cover 5,369 shares at an exercise price of $79.19 per share. They become fully exercisable after vesting and are scheduled to expire on June 30, 2036, if not exercised earlier according to the plan terms.

How much total equity compensation can Ionis (IONS) grant Michael J. Yang in 2026?

Ionis adjusted Michael J. Yang’s 2026 equity grants so his annual non-employee director equity compensation totals no more than $400,000. This limit is based on aggregate grant date fair value calculated in accordance with FASB Topic ASC 718 under the company’s director compensation policy.

When will Michael J. Yang receive shares underlying his new Ionis (IONS) RSUs?

The RSUs granted to Michael J. Yang vest 100% after the service condition, but share delivery is deferred. He elected to receive the shares at the earlier of five years after vesting, 30 days after separation from service, or upon a qualifying change in control of Ionis.

What are Michael J. Yang’s Ionis (IONS) holdings after the July 1, 2026 grants?

Following the July 1, 2026 awards, Michael J. Yang directly holds 9,451 shares underlying Restricted Stock Units and 5,369 non-qualified stock options. These positions reflect his equity stake as a non-employee director under Ionis Pharmaceuticals’ 2002 Non-Employee Directors’ Stock Option Plan.