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IONIS PHARMACEUTICALS INC·4

Jul 6, 6:50 PM ET

YANG MICHAEL J. 4

4 · IONIS PHARMACEUTICALS INC · Filed Jul 6, 2026

Research Summary

AI-generated summary of this filing

Updated

Ionis (IONS) Director Michael J. Yang Receives Stock Awards

What Happened

  • Michael J. Yang, 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 a Restricted Stock Unit (RSU) award covering 2,301 shares. Both transactions are reported as derivative awards with $0 cash paid at grant.
  • These grants are part of the company's non-employee director compensation program and do not represent an open-market purchase or sale. The grants are subject to vesting and other conditions (see Key Details). The filing shows no immediate economic value exchanged at grant.

Key Details

  • Transaction date: July 1, 2026. Report filed July 6, 2026 (file appears to be late relative to the Form 4 two-business-day rule).
  • Award amounts: 5,369-share stock option; 2,301 RSUs (total 7,670 share-equivalents). Grant price reported $0 (derivative awards).
  • Vesting/exercisability: Neither award was vested/exercisable as of the grant date (0 shares vested/exercisable on July 1, 2026).
  • Notable footnotes:
    • F1: Director equity compensation for 2026 was adjusted so aggregate grant-date fair value does not exceed $400,000 (ASC 718 valuation).
    • F2: Option grant vests 100% on the earlier of the first anniversary of grant or the next annual meeting; not exercisable to any shares on the grant date.
    • F4: RSUs vest on the earlier of the first anniversary of grant or the next annual meeting, but the director elected to defer delivery until certain later events (e.g., 5 years after vesting, separation, or change in control).
    • F3: Generally references acquisition upon RSU vesting; in this filing both awards show 0 vested shares at grant.
  • Shares owned after the transaction: not specified in the provided transaction summary.

Context

  • These are routine director compensation awards (an "A" code on Form 4). They differ from purchases/sales: awards grant future rights to shares subject to vesting and deferral rules and do not necessarily signal immediate insider buying or selling.
  • The stock option was not immediately exercisable and the RSUs are subject to vesting and the director’s deferral election, so no shares were delivered on the grant date.

Insider Transaction Report

Form 4
Period: 2026-07-01
IONIS PHARMACEUTICALS INCIONS
YANG MICHAEL J.
Director
Transactions
  • Award

    Non-Qualified Stock Option (right to buy)

    [F1][F2]
    2026-07-01+5,369→ 5,369 total
    Exercise: $79.19From: 2027-07-01Exp: 2036-06-30→ Common Stock (5,369 underlying)
  • Award

    Restricted Stock Unit

    [F3][F1][F4]
    2026-07-01+2,301→ 9,451 total
    Exercise: $0.00→ Common Stock (2,301 underlying)
Footnotes (4)
  • [F1]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.
  • [F2]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.
  • [F3]Acquired pursuant to vesting and release of shares in accordance with a Restricted Stock Unit award.
  • [F4]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 fifth anniversary of the vesting date, 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: Michael J. Yang|2026-07-06

Documents

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