Hayden Michael R 4

What Happened
Michael R. Hayden, a non-employee director of Ionis Pharmaceuticals (IONS), was granted two equity awards on July 1, 2026: a stock option covering 5,369 shares and 2,301 restricted stock units (RSUs). Both awards are reported at $0.00 exercise/purchase price (typical for option/RSU grants); grant-date fair value is not shown in the filing. These are awards (not open-market purchases or sales) and do not represent an immediate cash outlay or sale.

Key Details

• Transaction date: July 1, 2026; Form 4 filed July 6, 2026 (reporting date included in filing).
• Award counts and pricing: option for 5,369 shares @ $0.00; 2,301 RSUs @ $0.00.
• Vesting/exercise: both awards vest 100% on the first anniversary of the grant or at the next regularly scheduled annual meeting of stockholders, whichever is earlier. The option is not exercisable on the grant date (exercisable 0 shares on July 1, 2026). The RSUs are vested 0 shares on the grant date.
• Deferral election: the director elected to defer delivery of RSU shares until separation from service or a change in control (per Treasury Reg. §1.409A).
• Compensation cap note: Grants were adjusted so non-employee director annual equity compensation does not exceed $400,000 based on ASC 718 fair value.
• Shares owned after transaction: not specified in the provided Form 4.
• Filing timeliness: Form lists transaction date and filing date; the filing does not state any late filing code in the summary here.

Context
These are standard non-employee director equity grants: the option provides the right to buy shares in the future (subject to vesting) and RSUs are a contingent right to receive shares (or cash equivalent) when vested. Because neither award vested or was exercised on the grant date and delivery is deferred for the RSUs, there is no immediate change in publicly tradable holdings. Such awards are routine director compensation and should be interpreted as compensation-related, not as an immediate buy or sell signal.