Alnylam (ALNY) Executive Vesting: 2,851 Shares Vested, Sales Follow
Rhea-AI Filing Summary
Tolga Tanguler, EVP & Chief Commercial Officer of Alnylam Pharmaceuticals (ALNY), reported changes in beneficial ownership related to a performance-based award and subsequent sell-to-cover transactions. On 08/15/2025 Tanguler received 2,851 shares that vested from a performance-based stock unit granted on 03/01/2024 after achievement of a clinical milestone. Following the vesting, a series of automatic sales executed on 08/18/2025 sold varying blocks of shares to satisfy statutory tax withholding, with weighted-average sale prices reported in ranges from $447.53 up to $456.00 per share. After these transactions Tanguler beneficially owned 29,466 shares.
Positive
- Performance-based award vested: 2,851 shares issued upon achievement of a clinical milestone as determined by the compensation committee.
- Transparent disclosures: Form 4 provides weighted-average price ranges for multiple sell-to-cover transactions and explains the tax-withholding mechanism.
Negative
- Reduction in holdings: Multiple sell-to-cover sales on 08/18/2025 reduced beneficial ownership from 30,862 to 29,466 shares.
- Monetary details omitted: The filing does not state total gross proceeds or specific tax withholding amounts associated with the sales.
Insights
TL;DR: Executive received vested PSUs and immediately triggered sell-to-cover sales, leaving modest net share ownership change.
The filing shows a performance-based stock unit vested for 2,851 shares on 08/15/2025 due to a clinical milestone, consistent with incentive compensation tied to milestones. The mandatory sell-to-cover sales on 08/18/2025 reduced the reporting persons holdings through multiple transactions at weighted-average prices across $447.53 to $456.00 per share. The filing does not disclose total dollar proceeds or tax amounts withheld. Impact is routine for executive compensation and is not individually material to company capitalization given the reported post-transaction holding of 29,466 shares.
TL;DR: Disclosure aligns with Section 16 reporting and shows use of standard sell-to-cover mechanics after PSU vesting.
The statement of changes in beneficial ownership provides the required transparency about grant vesting and automatic sales to cover tax obligations. The explanation clarifies the PSU grant date, performance condition, and committee determination of milestone achievement, which supports governance best practices for performance-based awards. No amendment or unusual trading pattern is disclosed. All transactions appear reported within the timelines and include weighted-average price ranges for the multiple sales.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 39 | $447.98 | $17K |
| Sale | Common Stock | 90 | $449.92 | $40K |
| Sale | Common Stock | 39 | $450.92 | $18K |
| Sale | Common Stock | 103 | $451.99 | $47K |
| Sale | Common Stock | 329 | $452.96 | $149K |
| Sale | Common Stock | 543 | $454.04 | $247K |
| Sale | Common Stock | 241 | $454.84 | $110K |
| Sale | Common Stock | 12 | $455.82 | $5K |
| Grant/Award | Common Stock | 2,851 | $0.00 | -- |
Footnotes (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 thirty (30) percent of the shares subject to the PSU based on the achievement of a clinical milestone, as determined by The People, Culture and Compensation Committee of the Issuer Board of Directors on August 15, 2025. 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 required to cover minimum statutory tax withholding obligations that became due upon the vesting and settlement of a tranche of restricted stock units granted to the reporting person on March 1, 2024. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $447.53 to $448.45. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $449.21 to $450.16. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $450.42 to $451.39. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $451.48 to $452.48. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $452.49 to $453.49. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $453.50 to $454.45. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $454.58 to $455.55. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $455.65 to $456.00. 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.
