O'NEIL PATRICK R. 4

What Happened
Patrick R. O'Neil, EVP, Chief Legal Officer & General Counsel of Ionis Pharmaceuticals (IONS), had 11,991 performance-based restricted stock units (PRSUs) vest on Jan 29, 2026 (awarded at $0). The next day (Jan 30, 2026) he sold 6,179 of those shares in open-market transactions at a weighted average price of $83.53, generating approximately $516,153 in gross proceeds. Net from these transactions, O'Neil retained 5,812 of the newly vested shares.

Key Details

• Transaction dates: Award/vesting 2026-01-29; Open-market sales 2026-01-30. Form filed 2026-02-02 (timely).
• Sale price: Weighted avg $83.53; sale prices ranged $83.48–$83.67. Total sale proceeds reported: $516,153.
• Award: 11,991 PRSUs vested at $0 reported price (performance-based award).
• Net retained from vesting: 11,991 vested − 6,179 sold = 5,812 shares retained.
• Footnote highlights:
  • F1: Vesting represents PRSUs for a prior grant (reported Jan 18, 2023). The Compensation Committee certified performance at 167.27% of target based on relative total shareholder return versus peers (payout range 0%–200%).
  • F2: The sale price is a weighted average; the reporting person can provide a breakdown of number of shares sold at each price within the $83.48–$83.67 range upon request.
• Total beneficial ownership after these transactions is not reported in the information provided.

Context
This filing shows a common pattern: a performance-based equity award vested and the insider sold a portion in the open market. The sale reduced his holdings from the vested award but left a remaining position of 5,812 shares from that vesting event. The Form 4 was filed within the required reporting window.