Form 4: Tanguler Tolga reports multiple insider transactions in ALNY

Rhea-AI Filing Summary

Tanguler Tolga reported multiple insider transaction types in a Form 4 filing for ALNY. The filing lists transactions totaling 5,959 shares at a weighted average price of $310.08 per share. Following the reported transactions, holdings were 31,769 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^*

Tanguler Tolga

(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 Commercial Officer

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)		4,000	A	$0.0	33,728	D
Common Stock	02/13/2026		S(2)		1,959	D	$310.0808(3)	31,769	D

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.

	By: Brett Budzinski, Attorney-in-Fact For: Tolga Tanguler	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.
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FAQ

What insider transactions did ALNY executive Tanguler Tolga report on this Form 4 for ALNY?

The filing shows one equity award vesting and one related tax sale. Tolga acquired 4,000 Alnylam common shares at $0.00 per share, then sold 1,959 shares at a weighted average price of $310.0808 to cover tax withholding obligations.

Why did Tanguler Tolga sell 1,959 shares of ALNY common stock?

The 1,959 Alnylam shares were sold under a mandatory sell-to-cover provision. According to the disclosure, the company automatically sold these shares to satisfy minimum statutory tax withholding tied to the vested performance-based stock unit award.

What performance goal triggered Tolga’s 4,000-share award in ALNY stock?

The 4,000-share award vested when Alnylam reported non-GAAP operating income for fiscal year 2025. This represented vesting of 40% of a performance-based stock unit granted on February 27, 2023 under the company’s 2018 Stock Incentive Plan.

What prices were received for the 1,959 ALNY shares sold by Tanguler Tolga?

The weighted average sale price was $310.0808 per share. The shares were sold in multiple transactions, with individual prices ranging from $302.55 to $314.60, as disclosed in the transaction footnote.

How many ALNY shares does Tanguler Tolga own after these transactions?

After the equity award vesting and the related tax sale, Tanguler Tolga directly owned 31,769 shares of Alnylam common stock. This total reflects the net position following both the 4,000-share grant and the 1,959-share automatic sell-to-cover transaction.

Was Tanguler Tolga’s ALNY stock sale a discretionary open-market trade?

No. Although coded as a sale, the Form 4 explains it was an automatic sell-to-cover transaction. The company sold 1,959 shares on Tolga’s behalf solely to cover required tax withholding, rather than a discretionary open-market decision.