STOCK TITAN

Ionis (NASDAQ: IONS) EVP reports RSU vesting and small tax-related share sale

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Ionis Pharmaceuticals EVP Brian Birchler reported routine equity compensation activity and a related tax sale. He acquired 1,875 shares of common stock on conversion of Restricted Stock Units that vested under a prior award. The filing notes each RSU converts into one share of Ionis common stock.

To cover required tax withholding obligations from this vesting, 973 common shares were automatically sold at a weighted average price of $75.042 per share, with individual sale prices ranging from $75.01 to $75.06. After these transactions, Birchler directly holds 67,500 common shares, while 48,926 Restricted Stock Units remain outstanding and continue to vest in four equal annual installments.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with small tax sale; position remains sizable.

EVP Brian Birchler’s Form 4 shows vesting of 1,875 Restricted Stock Units, converting into the same number of common shares at a $0.00 exercise price. This is typical equity compensation rather than a discretionary market purchase.

To satisfy tax obligations from the vesting, an automatic sale of 973 shares occurred at a weighted average of $75.042 per share, described as required withholding under Ionis’ 2011 Equity Incentive Plan Restricted Stock Unit Agreement. This type of sale carries limited signaling value about management’s view of the stock.

Following these transactions, Birchler directly holds 67,500 common shares and 48,926 remaining RSUs that vest annually. The sale represents a small fraction of his holdings, so the overall pattern appears routine and compensation-driven rather than a major change in insider exposure.

Insider Birchler Brian
Role EVP, Corp and Development Ops
Sold 973 shs ($73K)
Type Security Shares Price Value
Sale Common Stock 973 $75.042 $73K
Exercise Restricted Stock Unit 1,875 $0.00 --
Exercise Common Stock 1,875 $0.00 --
Holdings After Transaction: Common Stock — 67,500 shares (Direct); Restricted Stock Unit — 48,926 shares (Direct)
Footnotes (1)
  1. Acquired pursuant to vesting and release of shares in accordance with a Restricted Stock Unit award. The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.01 to $75.06 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 (3) on this Form 4. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value. Restricted Stock Units vest in four equal annual installments. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company.
Tax-related share sale 973 shares at $75.042 Automatic sale to cover tax withholding obligations
RSUs converted 1,875 shares RSUs vested and converted into common stock at $0.00
Post-transaction common holdings 67,500 shares Common stock held directly after transactions
Remaining RSUs 48,926 units Restricted Stock Units outstanding after vesting event
Sale price range $75.01–$75.06 Price range for multiple tax-related sale trades
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.
automatic sale to cover the required tax withholding obligations financial
"The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice."
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Equity Incentive Plan financial
"pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
contingent right to receive one share financial
"Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value."
SEC Form 4
FORM 4UNITED 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*
Birchler Brian

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Corp and Development Ops
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/15/2026M(1)1,875(1)A$0.068,473D
Common Stock04/16/2026S(2)973(2)D$75.042(3)67,500D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit$0.0(4)04/15/2026M1,87504/15/2026(5) (5)Common Stock1,875$0.048,926D
Explanation of Responses:
1. Acquired pursuant to vesting and release of shares in accordance with a Restricted Stock Unit award.
2. The sale was made pursuant to an automatic sale to cover the required tax withholding obligations pursuant to the 2011 Equity Incentive Plan Restricted Stock Unit Agreement and Grant Notice.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.01 to $75.06 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 (3) on this Form 4.
4. Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.
5. Restricted Stock Units vest in four equal annual installments. Upon vesting, the restricted stock units will be paid out in whole shares of Ionis common stock or cash as may be determined by the Company.
By: Patrick R. O'Neil, attorney-in-fact For: Brian Birchler04/17/2026
** Signature of Reporting PersonDate
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 insider transactions did Ionis (IONS) EVP Brian Birchler report?

Brian Birchler reported RSU vesting and a related tax sale. He converted 1,875 Restricted Stock Units into common shares, then 973 shares were automatically sold to cover tax withholding under Ionis’ 2011 Equity Incentive Plan, at a weighted average price of $75.042 per share.

How many Ionis (IONS) shares did the EVP sell, and at what price?

The EVP sold 973 Ionis common shares in an automatic transaction to cover tax withholding obligations. The filing reports a weighted average sale price of $75.042 per share, with individual trades executed between $75.01 and $75.06, as part of routine compensation-related activity.

How many Ionis (IONS) shares does Brian Birchler hold after this Form 4?

After the reported transactions, Birchler holds 67,500 Ionis common shares directly. He also has 48,926 Restricted Stock Units outstanding, which continue to vest in four equal annual installments and can settle in shares of common stock or cash, as determined by the company.

What triggered the Restricted Stock Unit vesting reported for Ionis (IONS)?

The RSUs vested under a prior Restricted Stock Unit award. The filing states the 1,875 shares were acquired pursuant to vesting and release of shares in accordance with a Restricted Stock Unit award, with each RSU representing a contingent right to receive one Ionis common share or equivalent cash value.

How do Ionis (IONS) Restricted Stock Units for the EVP vest over time?

The Restricted Stock Units vest in four equal annual installments. Upon each vesting date, the RSUs are paid out in whole shares of Ionis common stock or cash, as the company may determine, gradually delivering compensation tied to continued service and performance.