Vertex (NASDAQ: VERX) general counsel exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Vertex, Inc. general counsel Rowland Bryan T.R. reported multiple equity award transactions involving restricted stock units and Class A common stock. On February 20, 2026, he exercised restricted stock units covering 4,133 and 2,975 units, receiving the same number of Class A shares at no cash exercise price.

On the same date, a total of 1,259 and 976 Class A shares were disposed of to cover tax withholding obligations at a price of $12.74 per share, leaving 8,212 Class A shares held directly. Footnotes state that the remaining restricted stock units will vest in scheduled annual installments through February 2029.

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^*

Rowland Bryan T.R.

(Last) (First) (Middle)

C/O VERTEX, INC.

2301 RENAISSANCE BLVD

(Street)

KING OF PRUSSIA PA 19406

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vertex, Inc. [ VERX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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
Class A Common Stock	02/20/2026		M		4,133	A	$0	7,472	D
Class A Common Stock	02/20/2026		F		1,259	D	$12.74	6,213	D
Class A Common Stock	02/20/2026		M		2,975	A	$0	9,188	D
Class A Common Stock	02/20/2026		F		976	D	$12.74	8,212	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
Restricted Stock Units	(1)	02/20/2026		M			4,133	(2)	(2)	Class A Common Stock	4,133	$0	8,266	D
Restricted Stock Units	(1)	02/20/2026		M			2,975	(3)	(3)	Class A Common Stock	2,975	$0	8,926	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. The remaining restricted stock units will vest in two equal installments on February 22, 2027 and February 22, 2028 and have no expiration date.

3. The remaining restricted stock units will vest in three equal installments on February 20, 2027, February 20, 2028 and February 20, 2029 and have no expiration date.

	/s/ Lisa Coleman, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Vertex (VERX) disclose for Rowland Bryan T.R.?

Vertex reported that general counsel Rowland Bryan T.R. exercised restricted stock units into Class A common shares and disposed of some shares to cover tax withholding. These actions reflect routine equity award activity rather than open-market buying or selling of Vertex stock.

How many Vertex (VERX) shares did the general counsel acquire and dispose of?

On February 20, 2026, the general counsel acquired 4,133 and 2,975 Class A shares through restricted stock unit exercises at no cash price, and disposed of 1,259 and 976 shares to satisfy tax obligations, resulting in a reported direct holding of 8,212 Class A shares afterward.

Were the Vertex (VERX) insider share disposals open-market sales?

The filing classifies the disposals as tax-withholding transactions, not open-market sales. Shares were delivered at $12.74 per share to pay exercise price or tax liabilities associated with equity awards, which is a common mechanism for handling withholding on vested restricted stock units.

How do the remaining Vertex (VERX) restricted stock units vest for the general counsel?

Footnotes explain that some restricted stock units vest in two equal installments on February 22, 2027 and February 22, 2028, while others vest in three equal installments on February 20, 2027, February 20, 2028 and February 20, 2029. These units represent rights to receive Class A shares as they vest.

What does transaction code M and F mean in the Vertex (VERX) Form 4?

Code M in the Vertex Form 4 indicates an exercise or conversion of derivative securities, such as restricted stock units becoming Class A shares. Code F indicates shares were surrendered to pay the exercise price or tax liability, a tax-withholding disposition instead of an ordinary market sale.