Form 4: Poulton Jeffrey V. reports multiple insider transactions in ALNY

Rhea-AI Filing Summary

Poulton Jeffrey V. reported multiple insider transaction types in a Form 4 filing for ALNY. The filing lists transactions totaling 6,821 shares at a weighted average price of $310.08 per share. Following the reported transactions, holdings were 59,802 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Poulton Jeffrey V.

(Last) (First) (Middle)

675 WEST KENDALL STREET

HENRI A. TERMEER SQUARE

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALNYLAM PHARMACEUTICALS, INC. [ ALNY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A(1)		4,579	A	$0.0	62,044	D
Common Stock	02/13/2026		S(2)		2,242	D	$310.0808(3)	59,802	D
Common Stock								57	I	by Managed Account(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 27, 2023, the reporting person was granted a performance-based stock unit (PSU) under the 2018 Stock Incentive Plan. The shares subject to the PSU vest based on the achievement of three specified performance measures. The shares reported were issued to the reporting person upon vesting of forty (40) percent of the shares subject to the PSU based on the issuer publicly reporting the achievement of non-GAAP operating income for fiscal year 2025 on February 12, 2026, as determined by the People, Culture and Compensation Committee of the Issuer Board of Directors.

2. Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the award agreement to cover minimum statutory tax withholding obligations.

3. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $302.55 to $314.60. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

4. Reflects shares of ALNY common stock acquired by the Reporting Person under the issuer 401(k) plan as a result of the issuer 401(k) matching contribution program.

	By: Brett Budzinski, Attorney-in-Fact For: Jeffrey V. Poulton	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did ALNY (ALNYLAM PHARMACEUTICALS) report for Jeffrey Poulton?

ALNY reported that EVP and CFO Jeffrey V. Poulton had 2,242 shares of common stock sold to cover tax withholding and received 4,579 shares from a vested performance-based stock unit award, plus additional shares through the company’s 401(k) matching contribution program.

Was Jeffrey Poulton’s sale of ALNY shares a discretionary open-market sale?

The 2,242 ALNY shares associated with Jeffrey Poulton were sold automatically by the company under a mandatory sell-to-cover provision. This mechanism sells shares only to cover minimum statutory tax withholding obligations tied to an equity award, not as a discretionary open-market sale decision.

What performance condition triggered Jeffrey Poulton’s ALNY PSU vesting?

Poulton’s performance-based stock unit award vested 40% after ALNY reported achievement of non-GAAP operating income for fiscal year 2025. The People, Culture and Compensation Committee determined vesting once this performance measure was publicly reported on February 12, 2026, resulting in issuance of 4,579 common shares.

How many ALNY shares did Jeffrey Poulton sell and at what price range?

A total of 2,242 ALNY common shares were sold in multiple transactions at prices ranging from $302.55 to $314.60 per share. The weighted-average sales price reported for these transactions was $310.0808 per share, reflecting the aggregate pricing across the executed trades.

How many ALNY shares does Jeffrey Poulton hold after these Form 4 transactions?

Following the reported transactions, Jeffrey Poulton directly holds 59,802 shares of ALNY common stock. He also has a smaller additional holding indirectly through a managed account tied to the issuer’s 401(k) plan matching contribution program, increasing his overall economic exposure to ALNY shares.

How did ALNY’s 401(k) plan affect Jeffrey Poulton’s share ownership?

Poulton’s indirect ALNY share ownership reflects stock acquired through the company’s 401(k) plan matching contribution program. Under this program, the issuer contributes matching amounts in ALNY common stock to eligible employees’ 401(k) accounts, gradually increasing their indirect shareholdings over time as contributions accumulate.