Alnylam CFO Receives PSU Shares; Automatic Sales Cover Taxes
Rhea-AI Filing Summary
Jeffrey V. Poulton, EVP and Chief Financial Officer of Alnylam Pharmaceuticals (ALNY), received and sold shares following the vesting of performance-based stock units. A PSU tranche vested on 08/15/2025 after the Compensation Committee determined a clinical milestone was achieved, resulting in the issuance of 4,644 shares to Mr. Poulton. Between 08/18/2025 the reporting person had multiple automatic sales of shares to satisfy mandatory tax-withholding obligations at weighted-average prices in the $447.53–$456.00 range. The filing also notes 57 shares held indirectly via a managed account from the company 401(k) match.
Positive
- Performance-based award vested after a clinical milestone determination by the People, Culture and Compensation Committee, indicating achievement of a specified corporate objective
- Clear disclosure of weighted-average sale price ranges for the automatic sell-to-cover transactions and explanation that sales were to satisfy tax-withholding obligations
- 401(k) match noted with 57 shares held indirectly, showing participation in the company plan
Negative
- Shares were sold following vesting (multiple automatic sell-to-cover transactions on 08/18/2025), which reduced the reporting person’s direct share holdings
- Significant sale price range spans approximately $447.53 to $456.00, exposing proceeds to short-term market price variance
Insights
TL;DR: Insider received PSU shares after a clinical milestone and executed sell-to-cover transactions to meet tax obligations; impact appears routine.
The transaction reflects issuance of an earned performance-based award tied to a clinical milestone, which is positive as a disclosed achievement triggering vesting. The subsequent sales were executed automatically to cover withholding taxes rather than opportunistic market timing disclosed by the filer. The volumes reported are modest relative to executive holdings disclosed on the form and are presented with weighted-average prices across multiple executions. No derivative transactions or additional unusual dispositions were reported.
TL;DR: Governance process followed: committee determination, award settlement, and mandatory sell-to-cover per award terms.
The filing documents standard governance steps: committee determination of a milestone, settlement of a PSU tranche, and mandatory sell-to-cover for tax withholding. Disclosure includes price ranges for the sales and notes the 401(k) match contribution. There are no indications of material departures from routine equity compensation administration or of coordinated group filings that would raise governance concerns.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 63 | $447.98 | $28K |
| Sale | Common Stock | 147 | $449.92 | $66K |
| Sale | Common Stock | 63 | $450.92 | $28K |
| Sale | Common Stock | 168 | $451.99 | $76K |
| Sale | Common Stock | 536 | $452.96 | $243K |
| Sale | Common Stock | 886 | $454.04 | $402K |
| Sale | Common Stock | 392 | $454.84 | $178K |
| Sale | Common Stock | 19 | $455.82 | $9K |
| Grant/Award | Common Stock | 4,644 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
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. 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.
