Ionis (NASDAQ: IONS) legal chief sells 6,179 shares after PRSU vest

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ionis Pharmaceuticals EVP, CLO & General Counsel Patrick R. O'Neil reported an equity award vesting and a share sale. On 01/29/2026 he acquired 11,991 shares of common stock at $0.0 upon vesting of performance-based RSUs, after the Compensation Committee certified performance at 167.27% of target shares. On 01/30/2026 he sold 6,179 common shares at a weighted average price of $83.5335 per share in multiple trades between $83.48 and $83.67. Following these transactions, he directly owned 71,983 Ionis common shares.

Insider Trade Summary

Net Seller: 6,179 shares ($516,153)

Net Sell 2 txns

Insider O'NEIL PATRICK R.

Role EVP CLO & General Counsel

Sold 6,179 shs ($516K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,179	$83.5335	$516K
Grant/Award	Common Stock	11,991	$0.00	--

Holdings After Transaction: Common Stock — 71,983 shares (Direct)

Footnotes (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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.48 to $83.67 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/02/2026 - 08:51 PM

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^*

O'NEIL PATRICK R.

(Last)

(First)

(Middle)

2855 GAZELLE COURT

(Street)

CARLSBAD

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 CLO & General Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2026		A		11,991⁽¹⁾	A	$0.0	78,162	D
Common Stock	01/30/2026		S		6,179	D	$83.5335⁽²⁾	71,983	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $83.48 to $83.67 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.

	Patrick R. O'Neil	02/02/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Ionis (IONS) EVP Patrick O'Neil report?

Patrick O'Neil reported two transactions: a grant-related acquisition of 11,991 Ionis common shares on 01/29/2026 and a sale of 6,179 shares on 01/30/2026. Both positions are held directly, with 71,983 shares owned following these transactions.

How many Ionis (IONS) shares did Patrick O'Neil sell and at what price?

Patrick O'Neil sold 6,179 Ionis common shares on 01/30/2026 at a weighted average price of $83.5335 per share. The sale occurred through multiple trades within a price range from $83.48 to $83.67, as disclosed in the Form 4 footnote.

What equity award vested for Ionis (IONS) executive Patrick O'Neil?

Patrick O'Neil received 11,991 Ionis common shares on 01/29/2026 from vesting performance-based restricted stock units. The Compensation Committee certified achievement of a pre-established total shareholder return goal at 167.27% of target, within a payout range that could run from 0% to 200%.

How many Ionis (IONS) shares does Patrick O'Neil own after this Form 4?

After the reported transactions, Patrick O'Neil directly owns 71,983 Ionis common shares. This reflects the net effect of acquiring 11,991 shares from performance-based RSU vesting and selling 6,179 shares in market transactions disclosed for late January 2026.

What performance metric drove Patrick O'Neil's Ionis (IONS) PRSU vesting?

The vesting of Patrick O'Neil's performance-based RSUs was based on Ionis' relative total shareholder return versus a peer group. The Compensation Committee certified performance at 167.27% of target, within a possible payout range from 0% to 200% of the originally granted target shares.

How is the sale price range for Patrick O'Neil's Ionis (IONS) shares described?

The Form 4 reports a weighted average sale price of $83.5335 per share for 6,179 shares. A footnote explains the shares were sold in multiple trades at prices ranging from $83.48 to $83.67, and detailed trade breakdowns are available upon request.