Vertex (VERX) General Counsel exercises RSUs and withholds shares for tax

Rhea-AI Filing Summary

Vertex, Inc.’s General Counsel, Rowland Bryan T.R., reported equity award activity involving restricted stock units and Class A common stock. On February 23, 2026, 6,428 restricted stock units were exercised into 6,428 shares of Class A common stock at a stated price of $0.00 per share. To cover tax obligations, 1,768 shares of Class A common stock were disposed of in a tax-withholding transaction at $12.03 per share, leaving the reporting person with 12,872 Class A shares held directly. The footnotes state that the remaining restricted stock units will vest on February 23, 2027 and have no expiration date, providing a schedule for future equity delivery.

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)
02/23/2026

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	02/23/2026		M		6,428	A	$0	14,640	D
Class A Common Stock	02/23/2026		F		1,768	D	$12.03	12,872	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)	02/23/2026		M			6,428	(2)	(2)	Class A Common Stock	6,428	$0	6,429	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 on February 23, 2027 and have no expiration date.

	/s/ Lisa Coleman, Attorney-in-Fact	02/25/2026
	** 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) report in this Form 4?

Vertex reported its General Counsel exercising 6,428 restricted stock units into Class A common stock, then disposing of 1,768 shares to satisfy tax obligations. These transactions reflect routine equity award activity rather than open-market buying or selling of Vertex shares.

How many Vertex (VERX) shares did the General Counsel acquire and dispose in this filing?

The General Counsel acquired 6,428 shares of Vertex Class A common stock through restricted stock unit conversion and disposed of 1,768 shares in a tax-withholding transaction. After these moves, direct ownership stood at 12,872 shares of Class A common stock.

What do the restricted stock unit footnotes mean for Vertex (VERX) insiders?

The footnotes explain each restricted stock unit equals one share of Class A common stock and remaining units vest on February 23, 2027. This sets a clear timeline for when additional shares may be delivered to the insider under the existing equity award agreement.

Was the Vertex (VERX) Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition coded as “F,” meaning shares were delivered to cover exercise price or tax liabilities. This differs from an open-market sale, where shares are sold on an exchange to outside buyers for cash proceeds.

How did this Form 4 change the General Counsel’s Vertex (VERX) shareholdings?

Following the exercise of 6,428 restricted stock units and the tax-withholding disposition of 1,768 shares, the General Counsel directly held 12,872 shares of Vertex Class A common stock. This reflects a net increase in owned shares versus the pre-transaction position.