Alnylam Pharmaceuticals (ALNY) EVP reports PSU vesting and tax withholding sales

Rhea-AI Filing Summary

Alnylam Pharmaceuticals executive Pushkal Garg, EVP Chief R&D, reported equity award vesting and related tax sales. On January 11, 2026, he received 3,800 shares of common stock upon vesting of 40% of a performance-based stock unit granted on March 1, 2024. The award vested after Alnylam publicly reported $2.5 billion in annual net product revenue under GAAP, as determined by the board’s People, Culture and Compensation Committee.

On January 12, 2026, multiple small blocks of common stock were automatically sold by the company on his behalf to cover minimum statutory tax withholding obligations tied to this award. Following these transactions, Garg directly held 22,511 common shares, plus 431 shares held indirectly by a managed account and 250 shares held in a trust where his spouse is co‑trustee; he disclaims beneficial ownership of the trust 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Garg Pushkal

(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 R&D

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2026

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	01/11/2026		A(1)		3,800	A	$0.0	24,021	D
Common Stock	01/12/2026		S(2)		39	D	$353.95(3)	23,982	D
Common Stock	01/12/2026		S(2)		42	D	$355.16(4)	23,940	D
Common Stock	01/12/2026		S(2)		41	D	$356.09(5)	23,899	D
Common Stock	01/12/2026		S(2)		96	D	$357.17(6)	23,803	D
Common Stock	01/12/2026		S(2)		123	D	$358.18(7)	23,680	D
Common Stock	01/12/2026		S(2)		85	D	$359.14(8)	23,595	D
Common Stock	01/12/2026		S(2)		155	D	$360.22(9)	23,440	D
Common Stock	01/12/2026		S(2)		98	D	$361.45(10)	23,342	D
Common Stock	01/12/2026		S(2)		73	D	$362.38(11)	23,269	D
Common Stock	01/12/2026		S(2)		47	D	$363.55(12)	23,222	D
Common Stock	01/12/2026		S(2)		199	D	$364.83(13)	23,023	D
Common Stock	01/12/2026		S(2)		220	D	$365.56(14)	22,803	D
Common Stock	01/12/2026		S(2)		50	D	$366.41(15)	22,753	D
Common Stock	01/12/2026		S(2)		41	D	$367.4(16)	22,712	D
Common Stock	01/12/2026		S(2)		92	D	$368.62(17)	22,620	D
Common Stock	01/12/2026		S(2)		40	D	$369.48(18)	22,580	D
Common Stock	01/12/2026		S(2)		18	D	$370.87(19)	22,562	D
Common Stock	01/12/2026		S(2)		3	D	$372.46(20)	22,559	D
Common Stock	01/12/2026		S(2)		14	D	$374.44(21)	22,545	D
Common Stock	01/12/2026		S(2)		19	D	$375.65	22,526	D
Common Stock	01/12/2026		S(2)		15	D	$377.82	22,511	D
Common Stock								431	I	by Managed Account(22)
Common Stock								250	I	by Trust(23)

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 March 1, 2024, 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 $2.5 billion in annual net product revenue in accordance with GAAP, as determined by the People, Culture and Compensation Committee of the Issuer Board of Directors on January 11, 2026.

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 $353.53 to $354.41. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $354.54 to $355.53. 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.

5. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $356.62 to $356.61. 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.

6. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $356.63 to $357.63. 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.

7. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $357.68 to $358.68. 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.

8. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $358.69 to $359.66. 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.

9. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $359.79 to $360.79. 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.

10. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $360.90 to $361.89. 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.

11. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $361.93 to $362.92. 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.

12. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $362.99 to $363.99. 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.

13. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $364.00 to $365.00. 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.

14. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $365.01 to $366.01. 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.

15. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $366.03 to $366.96. 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.

16. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $367.04 to $368.00. 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.

17. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $368.09 to $369.08. 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.

18. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $369.13 to $369.93. 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.

19. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $370.43 to $371.23. 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.

20. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $372.35 to $372.50. 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.

21. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $374.08 to $374.89. 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.

22. 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.

23. Represents shares held in trust, of which the Reporting Persons spouse is co-trustee. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	By: Brett Budzinski, Attorney-in-Fact For: Pushkal Garg	01/14/2026
	** 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 activity did ALNY executive Pushkal Garg report on this Form 4?

The filing shows that EVP Chief R&D Pushkal Garg received 3,800 shares of Alnylam common stock from a performance-based stock unit vesting and that multiple small blocks of shares were automatically sold to cover related tax withholding obligations.

Why did 3,800 Alnylam (ALNY) shares vest for Pushkal Garg?

The 3,800 shares vested from a performance-based stock unit granted on March 1, 2024, after Alnylam publicly reported $2.5 billion in annual net product revenue under GAAP, as confirmed by the board’s People, Culture and Compensation Committee on January 11, 2026.

Why were Alnylam (ALNY) shares sold on January 12, 2026 for Pushkal Garg?

The sales on January 12, 2026 are described as shares automatically sold by the company on behalf of the reporting person under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding tied to the vested award.

How many Alnylam (ALNY) shares does Pushkal Garg own after these transactions?

After the reported transactions, Pushkal Garg directly held 22,511 shares of Alnylam common stock, plus 431 shares held indirectly through a managed account and 250 shares held in a trust.

What indirect Alnylam (ALNY) holdings are reported for Pushkal Garg?

The filing lists 431 shares held indirectly by a managed account and 250 shares held in a trust where his spouse is co‑trustee. The reporting person disclaims beneficial ownership of the trust shares.

What performance conditions were tied to Pushkal Garg’s Alnylam PSU award?

The performance-based stock unit granted on March 1, 2024 vests on three specified performance measures. The 40% portion reported here vested based on Alnylam publicly reporting $2.5 billion in annual net product revenue in accordance with GAAP.