YANG MICHAEL J. 4

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.