Alnylam (ALNY) CFO granted options and RSUs, sells 2,206 shares

Rhea-AI Filing Summary

ALNYLAM PHARMACEUTICALS, INC. executive vice president and chief financial officer Jeffrey V. Poulton reported a mix of equity awards and stock sales. He received a stock option for 10,480 shares and 4,769 restricted stock units, both granted on March 2, 2026. The RSUs vest in three equal annual installments over three years, and the option vests over four years with 25% after one year and the balance quarterly thereafter, in each case subject to continued service. On the same date, he sold 2,206 shares of common stock in a series of open‑market transactions at weighted average prices in the low‑ to mid‑$320s per share, pursuant to a mandatory sell‑to‑cover provision to satisfy minimum tax withholding. Following these transactions, he directly held 64,273 common shares and indirectly held 57 shares through a managed account.

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^*

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)
03/02/2026

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	03/02/2026		A		4,769(1)	A	$0.0	66,479	D
Common Stock	03/02/2026		S(2)		65	D	$323.62(3)	66,414	D
Common Stock	03/02/2026		S(2)		124	D	$324.65(4)	66,290	D
Common Stock	03/02/2026		S(2)		356	D	$325.63(5)	65,934	D
Common Stock	03/02/2026		S(2)		541	D	$326.81(6)	65,393	D
Common Stock	03/02/2026		S(2)		454	D	$327.67(7)	64,939	D
Common Stock	03/02/2026		S(2)		138	D	$328.71(8)	64,801	D
Common Stock	03/02/2026		S(2)		234	D	$329.71(9)	64,567	D
Common Stock	03/02/2026		S(2)		112	D	$330.85(10)	64,455	D
Common Stock	03/02/2026		S(2)		129	D	$331.93(11)	64,326	D
Common Stock	03/02/2026		S(2)		53	D	$332.64(12)	64,273	D
Common Stock								57	I	by Managed Account(13)

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
Stock Option (right to buy)	$325.07	03/02/2026		A		10,480		(14)	03/02/2036	Common Stock	10,480	$0.0	10,480	D

Explanation of Responses:

1. These shares are represented by restricted stock units (RSUs) granted under the Second Amended and Restated 2018 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of common stock. The RSUs will vest over a three-year period, with one third vesting on each of the first, second and third anniversaries of the grant date, subject to the Reporting Persons continuous service with the Issuer as of each such vesting date.

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 $323.16 to $324.15. 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 $324.20 to $325.20. 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 $325.21 to $326.21. 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 $326.23 to $327.23. 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.

7. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $327.24 to $328.24. 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 $328.28 to $329.26. 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 $329.29 to $330.29. 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 $330.30 to $331.30. 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 $331.32 to $332.31. 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 $332.34 to $332.24. 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. 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.

14. The stock option vests as to 25% of the shares on the first anniversary of the grant date and the remaining shares vest in equal installments at the end of each successive three-month period thereafter until the fourth anniversary of the grant date, subject to the Reporting Persons continuous service with the Issuer as of each such vesting date.

	By: Brett Budzinski, Attorney-in-Fact For: Jeffrey V. Poulton	03/04/2026
	** 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).
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FAQ

What did ALNY CFO Jeffrey Poulton report in his latest Form 4 filing for ALNY?

Jeffrey V. Poulton reported new equity awards and related stock sales. He received 10,480 stock options and 4,769 restricted stock units, and sold 2,206 shares in multiple open-market trades mainly to cover tax withholding obligations tied to the equity awards.

How many ALNY stock options and RSUs were granted to Jeffrey Poulton?

Jeffrey Poulton was granted 10,480 stock options and 4,769 restricted stock units. The RSUs vest in three equal annual installments, while the options vest over four years, both contingent on his continued service with Alnylam Pharmaceuticals during the vesting periods.

Over what schedule do Jeffrey Poulton’s new ALNY equity awards vest?

The restricted stock units vest in three equal parts on each of the first, second, and third anniversaries of the grant. The stock option vests 25% after one year, with the remainder vesting quarterly over the following three years, subject to continuous service.

How many ALNY shares did Jeffrey Poulton sell according to the Form 4?

Jeffrey Poulton sold 2,206 shares of Alnylam common stock in multiple open-market transactions. The filing explains these were automatic sales under a mandatory sell-to-cover provision designed to satisfy minimum statutory tax withholding obligations tied to his equity awards.

What prices were reported for Jeffrey Poulton’s ALNY stock sales?

The reported sale prices are weighted averages for trades executed in ranges from about $323.16 to around $332.34 per share. Each footnote notes that individual trades occurred within specific price ranges and that detailed breakdowns are available upon request.

How many ALNY shares does Jeffrey Poulton hold after these transactions?

After the reported grants and sales, Jeffrey Poulton directly owns 64,273 shares of Alnylam common stock. He also has an additional 57 shares held indirectly through a managed account, as disclosed in the Form 4 ownership tables and accompanying footnotes.

Were any of Jeffrey Poulton’s ALNY shares acquired through a company benefit plan?

Yes. A footnote explains that some Alnylam common shares were acquired under the company’s 401(k) plan. These shares resulted from the issuer’s 401(k) matching contribution program, adding to Poulton’s holdings alongside his directly owned and award-related shares.