Alnylam insider sells shares after PSU vesting; 10b5-1 plan trades reported
Rhea-AI Filing Summary
Pushkal Garg, Executive Vice President & Chief R&D Officer of Alnylam Pharmaceuticals (ALNY), reported transactions on Form 4 showing issued and subsequent sales of common stock tied to performance-based awards and a Rule 10b5-1 plan.
On 08/15/2025, 2,851 shares were issued upon vesting of 30% of a performance-based stock unit awarded 03/01/2024 after the company met a clinical milestone. Between 08/18/2025 and 08/19/2025 the reporting person sold multiple tranches of shares under a previously adopted 10b5-1 trading plan, at weighted-average prices ranging from about $447.98 to $461.74. Following these transactions, Garg directly owned 20,221 shares and indirectly held 431 shares via a managed account and 250 shares in a trust.
Positive
- PSU vesting tied to a clinical milestone resulted in issuance of 2,851 shares, indicating a company-designated performance achievement
- Trades executed under a Rule 10b5-1 plan, showing pre-established, rule-compliant selling, and a mandatory sell-to-cover for tax withholding
Negative
- Net decline in direct ownership: direct shares decreased to 20,221 following multiple sales on 08/18–08/19/2025
- Substantial share sales across multiple price bands may reduce insider’s direct economic exposure to ALNY common stock
Insights
TL;DR: Insider received PSU shares after a clinical milestone and then sold portions under a pre-established 10b5-1 plan; ownership declined modestly.
The reporting shows a tranche of PSUs vesting due to a clinical milestone, which is a company-specific operational event that triggered issuance of 2,851 shares. The sales executed 08/18–08/19/2025 were conducted under a Rule 10b5-1(c) plan adopted 09/11/2024 and include multiple blocks with weighted-average prices reported between ~$448 and ~$461. Post-transactions, direct beneficial ownership stands at 20,221 shares with additional indirect holdings. This is a routine executive compensation settlement and automated selling activity rather than an ad hoc disposition.
TL;DR: Disclosure aligns with Section 16 reporting; use of 10b5-1 plan and explanation of sell-to-cover are clearly stated.
The Form 4 documents required disclosures: grant history, vesting tied to pre-specified performance metrics, mandatory sell-to-cover to satisfy tax withholding, and that trades were made pursuant to a 10b5-1 plan. The filing also discloses indirect holdings (managed account and trust) and a disclaimer regarding trust shares. From a governance and compliance perspective, the report is thorough and transparent.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 276 | $455.41 | $126K |
| Sale | Common Stock | 338 | $457.26 | $155K |
| Sale | Common Stock | 231 | $458.27 | $106K |
| Sale | Common Stock | 260 | $459.59 | $119K |
| Sale | Common Stock | 305 | $461.01 | $141K |
| Sale | Common Stock | 45 | $461.74 | $21K |
| 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 | -- |
| holding | Common Stock | -- | -- | -- |
| 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. All transactions reported on this Form 4 were made pursuant to a Rule 10b5-1(c) trading plan adopted by the reporting person on September 11, 2024. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $454.94 to $455.77. 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 $456.64 to $457.51. 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 $457.76 to $458.65. 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 $459.20 to $460.01. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $460.60 to $461.44. 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. 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.
