HERMAN JOAN E 4

What Happened

• Joan E. Herman, a non-employee director of Ionis Pharmaceuticals (IONS), was granted two equity awards on July 1, 2026: 5,369 derivative shares (stock option grant) and 2,301 restricted stock units (RSUs), for a total of 7,670 awards. Both grants show a $0.00 acquisition price on the Form 4 because these are awards (derivative instruments), not open‑market purchases. The company notes the director’s annual equity compensation for 2026 was adjusted so aggregate grant‑date fair value does not exceed $400,000.

Key Details

• Transaction date: July 1, 2026; Form 4 filed July 6, 2026 (check timeliness per Section 16 rules).
• Reported amounts: 5,369 (derivative/option) and 2,301 (RSU); both reported at $0.00 per share on grant.
• Total awards: 7,670 shares-equivalent under the Amended & Restated Ionis 2002 Non‑Employee Directors’ Stock Option Plan.
• Vesting: Both the option grant and the RSUs vest 100% on either the first anniversary of the grant or the next regularly scheduled annual meeting of stockholders, whichever occurs earlier. The RSUs will be delivered on the July 15 following vesting. The option is not exercisable on the grant date (exercisable amount = 0 shares on 7/1/2026).
• Shares owned following the transactions: not specified in the provided filing details.
• Footnotes: F1 caps aggregate grant‑date fair value at $400K; F2–F4 describe option/RSU plan, vesting, and delivery mechanics.

Context

• These were director compensation awards (code A), not purchases or sales. Options and RSUs are common non‑employee director pay and typically vest over time; they do not represent immediate cash proceeds or stock sales. The option is not exercisable on the grant date and the RSUs are unvested at grant, so there is no immediate change in sellable shares. Retail investors should view these as routine director compensation; they are informative about alignment but not a direct bullish/panic signal.