KLEIN JOSEPH III 4
4 · IONIS PHARMACEUTICALS INC · Filed Jul 6, 2026
Research Summary
AI-generated summary of this filing
Ionis (IONS) Director Joseph Klein Exercises Options and Sells Shares
What Happened
- Joseph Klein, a non-employee director of Ionis Pharmaceuticals (IONS), exercised stock options to acquire 11,518 shares on July 1, 2026 at $39.94 per share (total cost $460,029). He then sold the same 11,518 shares in open-market transactions that generated total proceeds of about $910,417 (99 shares at $79.45 for $7,866; 11,419 shares at a weighted average of $79.04 for $902,551).
- The Form 4 also shows derivative/formal conversion reporting lines (11,518 shares disposed at $0) associated with the exercise, plus grants on July 1, 2026 of 5,369 stock options and 2,301 restricted stock units (RSUs) to Klein that vest in one year or at the next annual meeting. The RSUs are subject to a deferral election.
Key Details
- Transaction date: July 1, 2026; filing date: July 6, 2026.
- Exercise: 11,518 shares @ $39.94 = $460,029 (code M).
- Sales: 99 shares @ $79.45 = $7,866; 11,419 shares @ weighted avg $79.04 = $902,551 (codes S). The larger sale price range was $78.39–$79.38 per share.
- Sales were made pursuant to a Rule 10b5-1 trading plan adopted Nov 25, 2025 (footnote).
- Grants: 5,369-option grant and 2,301 RSUs granted July 1, 2026; both vest 100% on the earlier of one year post-grant or next annual meeting. RSU delivery deferred until separation or change in control per tax rules.
- Shares owned after the transactions are not provided in the excerpt of the filing.
- Reporting note: the filer disclaims beneficial ownership of securities held by his son (footnote).
Context
- This was an option exercise followed by immediate open-market sales of the same shares (i.e., the exercised shares were sold). Sales executed under a 10b5-1 plan are generally prearranged and often routine rather than a spontaneous signal about views on the stock.
- The filing also documents new equity grants (options + RSUs) to the director that vest later; those are future compensation and do not reflect an immediate purchase of stock.
Insider Transaction Report
Form 4
KLEIN JOSEPH III
Director
Transactions
- Exercise/Conversion
Common Stock
2026-07-01$39.94/sh+11,518$460,029→ 22,532 total - Sale
Common Stock
[F1]2026-07-01$79.45/sh−99$7,866→ 22,433 total - Sale
Common Stock
[F1][F2]2026-07-01$79.04/sh−11,419$902,551→ 11,014 total - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
2026-07-01−11,518→ 0 totalExercise: $39.94From: 2026-07-01Exp: 2035-06-30→ Common Stock (11,518 underlying) - Award
Non-Qualified Stock Option (right to buy)
[F4][F5]2026-07-01+5,369→ 5,369 totalExercise: $79.19From: 2027-07-01Exp: 2036-06-30→ Common Stock (5,369 underlying) - Award
Restricted Stock Unit
[F6][F4][F7]2026-07-01+2,301→ 16,277 totalExercise: $0.00→ Common Stock (2,301 underlying)
Holdings
- 200(indirect: by Son)
Common Stock
[F3]
Footnotes (7)
- [F1]Shares sold pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on November 25, 2025.
- [F2]The 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.
- [F3]The 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.
- [F4]Pursuant 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.
- [F5]Grant 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.
- [F6]Each Restricted Stock Unit represents a contingent right to receive one share of Ionis common stock, or its equivalent cash value.
- [F7]Grant 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.
Signature
By: Patrick R. O'Neil, attorney-in-fact For: Joseph Klein, III|2026-07-06