Ionis Pharmaceuticals (IONS) EVP Bennett sells stock after PRSU vesting

Rhea-AI Filing Summary

Ionis Pharmaceuticals executive C. Frank Bennett reported a mix of equity vesting and share sales. On January 29, 2026, he acquired 11,421 shares of common stock at $0.0 upon vesting of performance-based restricted stock units. The Compensation Committee certified performance at 167.27% of target shares based on relative total shareholder return versus a peer group, within a possible payout range of 0% to 200%.

On January 30, 2026, Bennett sold 5,885 shares of common stock at a weighted average price of $82.9466, from multiple trades between $82.94 and $82.95. After these transactions, he directly owned 100,293 shares of Ionis common stock.

Insider Trade Summary

Net Seller: 5,885 shares ($488,141)

Net Sell 2 txns

Insider BENNETT C FRANK

Role EVP, Chief Scientific Officer

Sold 5,885 shs ($488K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,885	$82.9466	$488K
Grant/Award	Common Stock	11,421	$0.00	--

Holdings After Transaction: Common Stock — 100,293 shares (Direct)

Footnotes (1)

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 $82.94 to $82.95 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

BENNETT C FRANK

(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, Chief Scientific Officer

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		11,421(1)	A	$0.0	106,178	D
Common Stock	01/30/2026		S		5,885	D	$82.9466(2)	100,293	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 $82.94 to $82.95 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: C. Frank Bennett	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.

FAQ

What insider transactions did Ionis (IONS) EVP C. Frank Bennett report?

C. Frank Bennett reported two transactions: vesting of 11,421 performance-based restricted stock units on January 29, 2026, at $0.0 per share, and the sale of 5,885 Ionis common shares on January 30, 2026, at a weighted average price of $82.9466 per share.

How many Ionis (IONS) shares does C. Frank Bennett own after these Form 4 transactions?

After the reported transactions, C. Frank Bennett directly owns 100,293 shares of Ionis Pharmaceuticals common stock. This reflects the addition of 11,421 shares from vested PRSUs and the subsequent sale of 5,885 shares at a weighted average price of $82.9466.

What triggered the vesting of C. Frank Bennett’s PRSUs at Ionis (IONS)?

The vesting was triggered by the Compensation Committee certifying performance for a grant reported January 18, 2023. Vesting was based on Ionis’s relative total shareholder return versus a peer group, resulting in 167.27% of target PRSU shares vesting within a 0%–200% payout range.

At what price did Ionis (IONS) EVP C. Frank Bennett sell shares on January 30, 2026?

He sold 5,885 Ionis common shares at a weighted average price of $82.9466 per share. The sales occurred in multiple transactions, with individual prices ranging from $82.94 to $82.95, as disclosed in the Form 4 footnote describing the pricing details.

What are performance-based restricted stock units (PRSUs) in the Ionis (IONS) filing?

In this context, PRSUs are share awards that vest based on performance goals. Bennett’s PRSUs vested for the performance period of a January 18, 2023 grant, with payout tied to Ionis’s relative total shareholder return versus a peer group, allowing 0%–200% of target shares to vest.

What role does C. Frank Bennett hold at Ionis (IONS) in this Form 4?

C. Frank Bennett is identified as an officer of Ionis Pharmaceuticals, serving as Executive Vice President and Chief Scientific Officer. The Form 4 reports his beneficial ownership changes in Ionis common stock, including PRSU vesting and subsequent open-market share sales.