KLEIN JOSEPH III 4

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.