Vertex (VERX) CFO converts RSUs to stock and withholds shares for taxes

Rhea-AI Filing Summary

Vertex, Inc. Chief Financial Officer John R. Schwab reported several equity award transactions on February 20, 2026. He acquired Class A common stock through the exercise and conversion of restricted stock units in blocks of 23,888 and 15,878 shares. He also disposed of 12,936 and 8,598 Class A shares at $12.74 per share to cover tax obligations tied to these awards. Footnotes state that remaining restricted stock units will vest in equal annual installments from February 2027 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^*

SCHWAB JOHN 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)
	CHIEF FINANCIAL OFFICER

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		23,888	A	$0	124,033	D
Class A Common Stock	02/20/2026		F		12,936	D	$12.74	111,097	D
Class A Common Stock	02/20/2026		M		15,878	A	$0	126,975	D
Class A Common Stock	02/20/2026		F		8,598	D	$12.74	118,377	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			23,888	(2)	(2)	Class A Common Stock	23,888	$0	47,776	D
Restricted Stock Units	(1)	02/20/2026		M			15,878	(3)	(3)	Class A Common Stock	15,878	$0	47,635	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 annual installments on each of February 22, 2027 and February 22, 2028 and have no expiration date.

3. The remaining restricted stock units will vest in three equal annual installments on each of 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) report for CFO John R. Schwab?

Vertex CFO John R. Schwab exercised restricted stock units into Class A common stock and delivered some shares to cover taxes. Transactions occurred on February 20, 2026 and involved both acquisitions through conversions and tax-related share dispositions.

How many Vertex (VERX) shares did the CFO acquire on February 20, 2026?

On February 20, 2026, the CFO acquired Vertex Class A common stock in two conversions of restricted stock units, for 23,888 shares and 15,878 shares. These transactions were coded “M” as derivative exercises or conversions, with a reported price of $0.00 per share.

Did the Vertex (VERX) CFO sell shares in the open market in this Form 4?

The filing shows share dispositions coded “F” at $12.74 per share, used to satisfy tax obligations. Code F indicates payment of exercise price or tax liability by delivering securities, not a discretionary open-market sale by the executive.

How many Vertex (VERX) shares were used to cover taxes for the CFO’s awards?

To cover tax liabilities related to equity awards, 12,936 and 8,598 shares of Vertex Class A common stock were disposed of at $12.74 per share. These transactions are labeled as tax-withholding dispositions, not ordinary buy-or-sell trading activity.

What do the restricted stock unit footnotes say in the Vertex (VERX) Form 4?

Footnotes explain each restricted stock unit equals one share of Vertex Class A stock. Remaining units will vest in equal annual installments on specified February dates from 2027 through 2029, and the awards are described as having no expiration date.

How many Vertex (VERX) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, one entry shows 118,377 shares of Vertex Class A common stock held directly. Another entry shows 111,097 shares following a separate tax-withholding disposition, reflecting updated direct holdings after each respective transaction.