BERTHELSEN SPENCER R 4

What Happened

• Spencer R. Berthelsen, a non-employee director of Ionis Pharmaceuticals, Inc. (IONS), was granted two equity awards on July 1, 2026: a stock option covering 5,369 shares and a Restricted Stock Unit (RSU) award covering 2,301 shares. Both items are reported as derivative awards at $0.00 per share (i.e., no cash purchase price reported).
• These grants are part of the company’s non-employee director compensation. The filing notes the company adjusted grants so the reporting director’s total 2026 annual equity compensation does not exceed $400,000 based on grant‑date fair value under ASC 718.

Key Details

• Transaction date: July 1, 2026; Filing date: July 6, 2026 (appears to be filed after the typical two‑business‑day Form 4 window).
• Option: 5,369 shares (derivative). Vesting/convertibility: 100% of option vests and becomes exercisable on the earlier of the first anniversary of the grant or the next regularly scheduled annual meeting; option was not exercisable on the grant date.
• RSU: 2,301 RSUs (each represents a contingent right to one share). RSUs vest 100% on the earlier of the first anniversary of the grant or the next annual meeting and will be delivered on the July 15 following vesting; 0 RSUs were vested as of the grant date.
• Shares owned after transaction: not disclosed in the provided filing summary.
• Footnote: grants adjusted under the Non‑Employee Director Compensation Policy to cap aggregate grant‑date fair value at $400,000 for 2026.

Context

• These are compensation grants to a non-employee director (routine director equity awards)—not purchases or sales of stock—so they are typically for retention/compensation rather than a direct bullish or bearish trading signal.
• The option is not exercised and the RSUs are not yet vested; the economic benefit depends on future vesting and any eventual exercise or delivery.
• The filing date suggests the Form 4 was submitted after the usual two‑business‑day reporting window, which is noteworthy for compliance/timeliness but does not itself indicate the director’s view on the company.