STOCK TITAN

Alnylam (NASDAQ: ALNY) CSO sells shares and receives new stock options

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ALNYLAM PHARMACEUTICALS, INC. chief scientific officer Kevin Joseph Fitzgerald reported a mix of stock sales and equity awards. On March 2, 2026, he received a grant of 8,105 stock options and 3,688 shares of common stock represented by restricted stock units that vest in thirds over three years, subject to continued service. The stock options vest over four years, with 25% after one year and the balance in quarterly installments.

Across March 2–3, 2026, he executed open‑market sales totaling 3,250 common shares, some under a mandatory sell‑to‑cover tax provision and under a Rule 10b5‑1 trading plan adopted on August 14, 2025. After these transactions, he directly held 21,860 common shares, 8,105 options, and indirectly held 537 shares through a managed account.

Positive

  • None.

Negative

  • None.
Insider Fitzgerald Kevin Joseph
Role CSO & EVP, Head of Research
Sold 3,250 shs ($1.05M)
Type Security Shares Price Value
Sale Common Stock 289 $316.55 $91K
Sale Common Stock 282 $318.62 $90K
Sale Common Stock 722 $320.51 $231K
Sale Common Stock 359 $321.58 $115K
Grant/Award Stock Option (right to buy) 8,105 $0.00 --
Grant/Award Common Stock 3,688 $0.00 --
Sale Common Stock 47 $323.62 $15K
Sale Common Stock 90 $324.65 $29K
Sale Common Stock 258 $325.63 $84K
Sale Common Stock 392 $326.81 $128K
Sale Common Stock 329 $327.67 $108K
Sale Common Stock 100 $328.71 $33K
Sale Common Stock 170 $329.71 $56K
Sale Common Stock 81 $330.85 $27K
Sale Common Stock 94 $331.93 $31K
Sale Common Stock 37 $332.64 $12K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 23,223 shares (Direct); Stock Option (right to buy) — 8,105 shares (Direct); Common Stock — 537 shares (Indirect, by Managed Account)
Footnotes (1)
  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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. This transaction was made pursuant to a Rule 10b5-1(c) trading plan adopted by the Reporting Person on August 14, 2025. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $316.51 to $317.12. 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 $318.25 to $318.90. 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 $320.04 to $320.99. 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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $321.36 to $321.84. 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. 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.
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).
X
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*
Fitzgerald Kevin Joseph

(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)
CSO & EVP, Head of Research
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 3,688(1) A $0.0 25,110 D
Common Stock 03/02/2026 S(2) 47 D $323.62(3) 25,063 D
Common Stock 03/02/2026 S(2) 90 D $324.65(4) 24,973 D
Common Stock 03/02/2026 S(2) 258 D $325.63(5) 24,715 D
Common Stock 03/02/2026 S(2) 392 D $326.81(6) 24,323 D
Common Stock 03/02/2026 S(2) 329 D $327.67(7) 23,994 D
Common Stock 03/02/2026 S(2) 100 D $328.71(8) 23,894 D
Common Stock 03/02/2026 S(2) 170 D $329.71(9) 23,724 D
Common Stock 03/02/2026 S(2) 81 D $330.85(10) 23,643 D
Common Stock 03/02/2026 S(2) 94 D $331.93(11) 23,549 D
Common Stock 03/02/2026 S(2) 37 D $332.64(12) 23,512 D
Common Stock 03/03/2026 S(13) 289 D $316.55(14) 23,223 D
Common Stock 03/03/2026 S(13) 282 D $318.62(15) 22,941 D
Common Stock 03/03/2026 S(13) 722 D $320.51(16) 22,219 D
Common Stock 03/03/2026 S(13) 359 D $321.58(17) 21,860 D
Common Stock 537 I by Managed Account(18)
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 8,105 (19) 03/02/2036 Common Stock 8,105 $0.0 8,105 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. This transaction was made pursuant to a Rule 10b5-1(c) trading plan adopted by the Reporting Person on August 14, 2025.
14. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $316.51 to $317.12. 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 $318.25 to $318.90. 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 $320.04 to $320.99. 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.
17. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $321.36 to $321.84. 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. 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.
19. 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: Kevin Fitzgerald 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).
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 CSO Kevin Fitzgerald report on this Form 4 for ALNY?

Kevin Fitzgerald reported a mix of equity awards and sales. He received 8,105 stock options and 3,688 restricted stock units, and sold 3,250 common shares in open‑market transactions over March 2–3, 2026.

How many Alnylam (ALNY) shares did the CSO sell in the latest Form 4 filing?

The Form 4 shows open‑market sales of 3,250 ALNY common shares. These sales occurred in multiple transactions on March 2 and 3, 2026, at various weighted‑average prices disclosed in the filing footnotes.

What new equity awards did ALNY grant to its CSO Kevin Fitzgerald in this Form 4?

Kevin Fitzgerald was granted 8,105 stock options and 3,688 restricted stock units. The RSUs vest in three equal annual installments over three years, while the options vest over four years, starting with 25% after the first anniversary.

How many Alnylam (ALNY) shares does the CSO hold after these reported transactions?

After the reported activity, Kevin Fitzgerald directly held 21,860 ALNY common shares. He also indirectly held 537 shares through a managed account and owned 8,105 stock options as disclosed in the filing.

Were Kevin Fitzgerald’s ALNY share sales under a Rule 10b5-1 trading plan or discretionary?

The filing states at least one sale was made under a Rule 10b5‑1(c) trading plan adopted on August 14, 2025. It also notes some shares were sold automatically to cover minimum statutory tax withholding obligations.

What is the purpose of the ALNY shares sold to cover taxes for Kevin Fitzgerald?

Some ALNY shares were sold automatically under a mandatory sell‑to‑cover provision. This provision in the award agreement sells shares on the company’s behalf to satisfy minimum statutory tax withholding arising from the equity award vesting.