Form 4: Garg Pushkal reports multiple insider transactions in ALNY

Rhea-AI Filing Summary

Garg Pushkal 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 24,848 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^*

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)
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	27,090	D
Common Stock	02/13/2026		S(2)		2,242	D	$310.0808(3)	24,848	D
Common Stock								431	I	by Managed Account(4)
Common Stock								250	I	by Trust(5)

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.

5. 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	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 EVP Pushkal Garg report in this Form 4 for ALNY?

Pushkal Garg reported receiving 4,579 shares of ALNY common stock from a performance-based stock unit vesting, then selling 2,242 shares at a weighted average of $310.0808 per share to cover minimum tax withholding obligations under a mandatory sell-to-cover arrangement.

Why did Pushkal Garg sell 2,242 shares of ALNY common stock in February 2026?

The 2,242 ALNY shares were automatically sold by the company on Garg’s behalf under a mandatory sell-to-cover provision, solely to satisfy minimum statutory tax withholding obligations associated with his vested stock award, rather than as a discretionary open-market sale decision.

What triggered the 4,579-share performance-based award reported by ALNY for Pushkal Garg?

The 4,579 ALNY shares came from a performance-based stock unit grant made in 2023, which partially vested when the company publicly reported achieving a specified 2025 non-GAAP operating income performance measure, as determined by the board’s People, Culture and Compensation Committee.

How many ALNY shares does Pushkal Garg hold directly after these reported transactions?

After the February 2026 equity award vesting and related tax sale, Pushkal Garg reports directly holding 24,848 shares of ALNY common stock. This figure reflects his direct ownership position immediately following the automatic sell-to-cover transaction disclosed in the filing.

What indirect ALNY shareholdings associated with Pushkal Garg are disclosed in this Form 4?

The filing reports indirect holdings of ALNY common stock through a managed account and a trust. Shares in the trust are held with Garg’s spouse as co-trustee, and he explicitly disclaims beneficial ownership of those trust shares for Section 16 and other legal purposes.

How were some of Pushkal Garg’s additional ALNY shares acquired according to the disclosure footnotes?

A footnote explains that certain ALNY shares were acquired under the company’s 401(k) plan through the issuer’s matching contribution program. These shares reflect retirement-plan related accumulation rather than a separate open-market purchase by Garg.