Alnylam Pharmaceuticals (ALNY) CFO reports stock award, sale transactions

Rhea-AI Filing Summary

Alnylam Pharmaceuticals executive Jeffrey V. Poulton, EVP and Chief Financial Officer, reported equity award vesting and related share sales. On January 11, 2026, he received 6,193 shares of common stock at $0.0 upon vesting of 40% of a performance-based stock unit granted on March 1, 2024, after the company reported $2.5 billion in annual net product revenue under GAAP. On January 12, 2026, the company automatically sold multiple small blocks of Poulton’s shares, coded as sales, under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding, at weighted average prices described in ranges from $353.53 to $374.89. Following these transactions, Poulton directly held 57,465 Alnylam shares and indirectly held 57 shares through a managed account, and the footnotes note additional shares acquired via the issuer’s 401(k) matching contribution program.

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
Estimated average burden
hours per response:			0.5

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)
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)		6,193	A	$0.0	60,245	D
Common Stock	01/12/2026		S(2)		72	D	$353.95(3)	60,173	D
Common Stock	01/12/2026		S(2)		78	D	$355.16(4)	60,095	D
Common Stock	01/12/2026		S(2)		76	D	$356.09(5)	60,019	D
Common Stock	01/12/2026		S(2)		176	D	$357.17(6)	59,843	D
Common Stock	01/12/2026		S(2)		226	D	$358.18(7)	59,617	D
Common Stock	01/12/2026		S(2)		156	D	$359.14(8)	59,461	D
Common Stock	01/12/2026		S(2)		284	D	$360.22(9)	59,177	D
Common Stock	01/12/2026		S(2)		181	D	$361.45(10)	58,996	D
Common Stock	01/12/2026		S(2)		135	D	$362.38(11)	58,861	D
Common Stock	01/12/2026		S(2)		87	D	$363.55(12)	58,774	D
Common Stock	01/12/2026		S(2)		365	D	$364.83(13)	58,409	D
Common Stock	01/12/2026		S(2)		405	D	$365.56(14)	58,004	D
Common Stock	01/12/2026		S(2)		92	D	$366.41(15)	57,912	D
Common Stock	01/12/2026		S(2)		76	D	$367.4(16)	57,836	D
Common Stock	01/12/2026		S(2)		170	D	$368.62(17)	57,666	D
Common Stock	01/12/2026		S(2)		73	D	$369.48(18)	57,593	D
Common Stock	01/12/2026		S(2)		36	D	$370.87(19)	57,557	D
Common Stock	01/12/2026		S(2)		6	D	$372.46(20)	57,551	D
Common Stock	01/12/2026		S(2)		25	D	$374.44(21)	57,526	D
Common Stock	01/12/2026		S(2)		34	D	$375.65	57,492	D
Common Stock	01/12/2026		S(2)		27	D	$377.82	57,465	D
Common Stock								57	I	by Managed Account(22)

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.

	By: Brett Budzinski, Attorney-in-Fact For: Jeffrey V. Poulton	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 report for Jeffrey V. Poulton?

ALNY reported that EVP and Chief Financial Officer Jeffrey V. Poulton received 6,193 shares of common stock from a vested performance-based stock unit on January 11, 2026, followed on January 12, 2026 by multiple small sales of shares.

Why did the ALNY CFO sell shares on January 12, 2026?

The filing explains that the reported sales on January 12, 2026 represent 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 obligations.

How many Alnylam shares did the CFO receive from the performance award?

The CFO received 6,193 shares of Alnylam common stock at a reported price of $0.0 per share, issued upon vesting of 40% of a performance-based stock unit that was originally granted on March 1, 2024.

What performance goal triggered the vesting of the ALNY PSU award?

The shares vested after Alnylam publicly reported $2.5 billion in annual net product revenue in accordance with GAAP, with this achievement determined by the People, Culture and Compensation Committee on January 11, 2026.

How many ALNY shares does the CFO hold after the reported transactions?

After the reported award vesting and sell-to-cover sales, the CFO directly owned 57,465 shares of Alnylam common stock and indirectly owned 57 shares through a managed account, as shown in the holdings line.

What share price ranges applied to the ALNY CFO’s reported sales?

The filing states that each sale line’s price is a weighted average of multiple trades, with ranges disclosed in the footnotes, including examples from $353.53 to $354.41 and up to ranges such as $374.08 to $374.89, with full breakdowns available on request.

Did the ALNY CFO acquire shares through the company 401(k) plan?

Yes. A footnote explains that certain shares reflect Alnylam common stock acquired under the issuer’s 401(k) plan as a result of the company’s 401(k) matching contribution program.