SEC Form 4 · accession 0000874015-26-000229

IONIS PHARMACEUTICALS INC · IONS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Joseph Klein III

Director

Period of report

Jul 1, 2026

Accepted (ET)

Jul 6, 2026 · 6:49 pm EDT

Rule 10b5-1 plan

yes — trade under a plan

Issuer CIK

0000874015

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jul 1, 2026	M	11,518	$39.94	A	22,532	D
Common Stock^F1	Jul 1, 2026	S	99	$79.45	D	22,433	D
Common Stock^F1,F2	Jul 1, 2026	S	11,419	$79.0394	D	11,014	D
Common Stock^F3	holding	—	—		—	200	I	by Son

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option (right to buy)	$39.94	Jul 1, 2026	M	11,518	D	Jul 1, 2026	Jun 30, 2035	Common Stock	11,518	0	D
Non-Qualified Stock Option (right to buy)^F4,F5	$79.19	Jul 1, 2026	A	5,369	A	Jul 1, 2027	Jun 30, 2036	Common Stock	5,369	5,369	D
Restricted Stock Unit^F4,F6,F7	$0.00	Jul 1, 2026	A	2,301	A	—	—	Common Stock	2,301	16,277	D

Explanation of responses

F1Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on November 25, 2025.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.39 to $79.38 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.
F3The 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.
F4Pursuant 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.
F5Grant 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.
F6Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.
F7Grant 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 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.