Form 4: Fitzgerald Kevin Joseph reports multiple insider transactions in ALNY

Rhea-AI Filing Summary

Fitzgerald Kevin Joseph reported multiple insider transaction types in a Form 4 filing for ALNY. The filing lists transactions totaling 8,000 shares at a weighted average price of $321.24 per share. Following the reported transactions, holdings were 21,264 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).

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)
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	25,264	D
Common Stock	02/13/2026		S(2)		1,959	D	$310.0808(3)	23,305	D
Common Stock	02/17/2026		S(4)		2,041	D	$331.9606(5)	21,264	D
Common Stock								537	I	by Managed Account(6)

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. This transaction was made pursuant to a Rule 10b5-1 (c) trading plan adopted by the Reporting Person on August 14, 2025.

5. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $329.10 to $334.51. 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.

6. 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.

	By: Brett Budzinski, Attorney-in-Fact For: Kevin Fitzgerald	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 did ALNY executive Kevin Joseph Fitzgerald report in this Form 4?

He reported vesting of a performance-based stock unit award and related share sales. He received 4,000 Alnylam common shares from the award, then sold 4,000 shares in open-market and automatic tax-withholding transactions, leaving 21,264 shares held directly.

How many ALNY shares did Kevin Joseph Fitzgerald sell and at what prices?

He sold 1,959 shares at a weighted average price of about $310.08 and 2,041 shares at about $331.96. These were open-market transactions executed over price ranges disclosed in the filing, totaling 4,000 shares sold.

What triggered the 4,000-share award to ALNY’s Kevin Joseph Fitzgerald?

The 4,000 shares came from a performance-based stock unit granted in 2023. Forty percent of the award vested after Alnylam publicly reported achievement of specified 2025 non-GAAP operating income metrics, as determined by the board’s People, Culture and Compensation Committee.

Were Kevin Joseph Fitzgerald’s ALNY share sales under a trading plan?

At least one sale was executed under a Rule 10b5-1(c) trading plan adopted on August 14, 2025. Rule 10b5-1 plans allow pre-arranged trading, helping executives systematically sell shares according to preset instructions.

Did ALNY automatically sell any shares for Kevin Joseph Fitzgerald’s taxes?

Yes. Part of the reported sales reflect shares automatically sold by Alnylam on his behalf. These sales were required under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations tied to the vesting stock award.

How many ALNY shares does Kevin Joseph Fitzgerald hold after these transactions?

Following the reported transactions, he holds 21,264 Alnylam common shares directly. He also has 537 shares held indirectly in a managed account associated with the company’s 401(k) matching contribution program, as disclosed in the Form 4 footnotes.