Vertex Pharmaceuticals Q3 profit falls to $654M

A $4.5 billion term loan financed part of the purchase, with repayment scheduled in three tranches between August 2027 and August 2029.

Available on EDGAR 11/03/2026 - 04:05 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:04 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Vertex Pharmaceuticals (VRTX) reported third-quarter 2026 total revenue of $3,440.8 million, up 12% from $3,076.4 million a year earlier, while net income was $653.6 million versus $1,082.9 million. ALYFTREK revenue was $705.8 million, compared with $247.0 million, while TRIKAFTA/KAFTRIO revenue was $2,436.9 million, compared with $2,653.6 million.

On September 1, 2026, Vertex completed its acquisition of Crinetics Pharmaceuticals for $85.00 per share and a total equity value of $10.0 billion, or $9.0 billion net of cash, cash equivalents and marketable securities acquired. Crinetics' approved medicine PALSONIFY and its atumelnant candidate were among the acquired assets. Vertex recorded $409.6 million in post-acquisition expense for accelerated and settled unvested Crinetics equity awards.

Cash, cash equivalents and marketable securities were $9,821.2 million as of September 30, 2026, down 20% from December 31, 2025, primarily due to the acquisition and share repurchases, partly offset by the $4.5 billion term loan and operating cash flows. Operating activities provided $3,196.6 million of cash in the first nine months.

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Positive

• Moderate pointThird-quarter 2026 revenue rose 12% year over year.

Negative

• Moderate pointThird-quarter net income fell to $653.6 million from $1,082.9 million.

Key Figures

Total revenue: $3,440.8 million Net income: $653.6 million Crinetics acquisition price: $85.00 per share +4 more

7 metrics

Total revenue $3,440.8 million Three months ended September 30, 2026; $3,076.4 million in 2025

Net income $653.6 million Three months ended September 30, 2026; $1,082.9 million in 2025

Crinetics acquisition price $85.00 per share Cash paid on September 1, 2026

Crinetics total equity value $10.0 billion Acquisition completed September 1, 2026

2026 Term Loan $4.5 billion Borrowed September 1, 2026, to finance part of the Crinetics Acquisition

Cash, cash equivalents and marketable securities $9,821.2 million As of September 30, 2026; down 20% from December 31, 2025

ALYFTREK revenue $705.8 million Three months ended September 30, 2026; $247.0 million in 2025

Key Terms

purchase price allocation, in-process research and development, delayed draw term loan A facility, cash flow hedges, +1 more

5 terms

purchase price allocation financial

"Our Crinetics purchase price allocation ... is preliminary"

Purchase price allocation is the accounting process that breaks down the total amount paid for an acquired business into specific pieces—like tangible assets, identifiable intangible assets (brands, patents, customer lists) and goodwill—based on their estimated fair values. Investors care because this breakdown affects future earnings, tax costs and reported asset values: higher allocations to amortizable intangibles or goodwill can change profit volatility, depreciation and potential impairment charges, similar to splitting a restaurant bill to see what you actually bought versus what you paid extra for goodwill.

in-process research and development financial

"an in-process research and development asset related to atumelnant"

Unfinished research and development work—such as drug candidates, prototypes, or process designs—that a company is actively developing but has not yet completed or commercialized. Investors care because it represents potential future products or technologies (like a half-built prototype) whose value is uncertain; it affects how acquisitions are priced, how future profits and costs are forecast, and can be written down if the project fails.

delayed draw term loan A facility financial

"a $4.5 billion senior unsecured delayed draw term loan A facility"

cash flow hedges financial

"designated as cash flow hedges under U.S. GAAP"

A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.

contract liabilities financial

"We had contract liabilities of $124.4 million"

Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did VRTX report in Q3 2026?

VRTX reported total revenue of $3,440.8 million for the third quarter of 2026, up 12% from $3,076.4 million in the prior-year quarter. ALYFTREK revenue was $705.8 million.

What was VRTX's net income in Q3 2026?

VRTX's net income was $653.6 million for the third quarter of 2026, compared with $1,082.9 million a year earlier. Diluted net income per common share was $2.56, compared with $4.20 in the prior-year quarter.

What products and candidates did VRTX acquire with Crinetics?

Crinetics' approved medicine PALSONIFY treats acromegaly. Its atumelnant candidate was in Phase 3 development for congenital adrenal hyperplasia and Phase 2 development for ACTH-dependent Cushing's syndrome.

When are VRTX's term-loan repayments due?

The $4.5 billion term loan is payable in three tranches: $1.0 billion due August 31, 2027; $1.0 billion due September 1, 2028; and $2.5 billion due August 31, 2029.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________

FORM 10-Q

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM             TO            

Commission file number 000-19319

____________________________________________

Vertex Pharmaceuticals Incorporated

(Exact name of registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation or organization)

50 Northern Avenue, Boston, Massachusetts

(Address of principal executive offices)

04-3039129

(I.R.S. Employer Identification No.)

02210

(Zip Code)

Registrant’s telephone number, including area code (617) 341-6100

____________________________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share		VRTX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and

(2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting

company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒  Accelerated filer ☐  Non-accelerated filer ☐  Smaller reporting company ☐  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒ 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, par value $0.01 per share 253,537,674 Outstanding at October 31, 2026

Table of Contents

VERTEX PHARMACEUTICALS INCORPORATED

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2026

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements (unaudited)	2
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Shareholders' Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
Part II. Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 5.	Other Information	39
Item 6.	Exhibits	41
Signatures		42

“Vertex,” “we,” “us,”, “our” and the “Company” as used in this Quarterly Report on Form 10-Q refer to Vertex

Pharmaceuticals Incorporated, a Massachusetts corporation, and its subsidiaries.

“Vertex®,” “KALYDECO®,” “ORKAMBI®,” “SYMDEKO®,” “SYMKEVI®,” “TRIKAFTA®,” “KAFTRIO®,”

“CASGEVY®,” “ALYFTREK®,” and “JOURNAVX®” are registered trademarks of Vertex. “PALSONIFY®” is a registered

trademark of Crinetics Pharmaceuticals, Inc., a wholly owned subsidiary of Vertex. Other brands, names and trademarks

contained in this Quarterly Report on Form 10-Q are the property of their respective owners.

We use the brand name for our products when we refer to the product that has been approved and with respect to the

indications on the approved label. Otherwise, including in discussions of our cystic fibrosis, sickle cell disease, beta

thalassemia, and pain development programs, we refer to our product candidates by their scientific (or generic) name or VX

developmental designation.

2

Table of Contents

Part I. Financial Information

Item 1.  Financial Statements

VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Statements of Income

(unaudited; in millions, except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Revenues:
Product revenues, net	$3,440.8		$3,076.4		$9,761.6		$8,780.6
Other revenues	—		—		—		30.7
Total revenues	3,440.8		3,076.4		9,761.6		8,811.3
Costs and expenses:
Cost of sales	526.1		414.8		1,408.1		1,185.3
Research and development expenses	1,320.6		977.7		3,276.0		2,935.8
Acquired in-process research and development expenses	40.6		54.5		62.5		76.5
Selling, general and administrative expenses	844.1		445.1		1,920.0		1,266.1
Intangible asset impairment charge	—		—		—		379.0
Change in fair value of contingent consideration	(3.5)		(1.9)		(2.9)		1.2
Total costs and expenses	2,727.9		1,890.2		6,663.7		5,843.9
Income from operations	712.9		1,186.2		3,097.9		2,967.4
Interest income	118.4		125.7		360.1		369.0
Interest expense	(36.0)		(3.3)		(42.3)		(10.0)
Other (expense) income, net	(11.9)		(9.8)		12.4		(14.2)
Income before provision for income taxes	783.4		1,298.8		3,428.1		3,312.2
Provision for income taxes	129.8		215.9		643.3		550.1
Net income	$653.6		$1,082.9		$2,784.8		$2,762.1
Net income per common share:
Basic	$2.58		$4.24		$10.98		$10.77
Diluted	$2.56		$4.20		$10.90		$10.68
Shares used in per share calculations:
Basic	253.5		255.6		253.7		256.4
Diluted	255.2		257.6		255.5		258.6

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Table of Contents

VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Statements of Comprehensive Income

(unaudited; in millions)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net income	$653.6		$1,082.9		$2,784.8		$2,762.1
Other comprehensive income (loss):
Unrealized holding (losses) gains on available-for-sale debt securities, net of tax of $7.0, $(1.0), $20.7 and $(7.7), respectively	(24.8)		3.5		(73.4)		27.4
Unrealized gains (losses) on foreign currency forward contracts, net of tax of $(10.7), $(9.4), $(45.8) and $70.3, respectively	38.2		33.5		162.8		(248.7)
Foreign currency translation adjustment	(4.7)		(0.4)		(16.3)		29.0
Total other comprehensive income (loss)	8.7		36.6		73.1		(192.3)
Comprehensive income	$662.3		$1,119.5		$2,857.9		$2,569.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents

VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Balance Sheets

(unaudited; in millions, except share and per share data)

	September 30, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$4,979.3		$5,084.8
Marketable securities	1,324.0		1,523.3
Accounts receivable, net	2,311.0		2,052.8
Inventories	2,245.3		1,686.8
Prepaid expenses and other current assets	826.7		853.3
Total current assets	11,686.3		11,201.0
Property and equipment, net	1,711.5		1,520.3
Goodwill	2,423.4		1,088.0
Other intangible assets, net	8,517.8		424.2
Deferred tax assets	1,952.9		2,897.9
Operating lease assets	1,617.2		1,562.7
Long-term marketable securities	3,517.9		5,712.3
Other assets	1,309.3		1,236.6
Total assets	$32,736.3		$25,643.0
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$472.6		$461.7
Accrued expenses	3,235.1		2,971.2
Short-term debt	999.6		—
Other current liabilities	293.0		428.3
Total current liabilities	5,000.3		3,861.2
Long-term debt	3,497.0		—
Long-term operating lease liabilities	1,981.8		1,846.5
Other long-term liabilities	1,349.8		1,269.5
Total liabilities	11,828.9		6,977.2
Commitments and contingencies (Note M)
Shareholders’ equity:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 500,000,000 shares authorized, 253,522,595 and 253,991,224 shares issued and outstanding, respectively	2.5		2.5
Additional paid-in capital	4,502.9		5,119.2
Accumulated other comprehensive income (loss)	57.2		(15.9)
Retained earnings	16,344.8		13,560.0
Total shareholders’ equity	20,907.4		18,665.8
Total liabilities and shareholders’ equity	$32,736.3		$25,643.0

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Statements of Shareholders’ Equity

(unaudited; in millions)

	Three Months Ended
	Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders’ Equity
	Shares		Amount
Balance at June 30, 2025	256.3		$2.6		$5,987.9		$(101.1)		$11,286.0		$17,175.4
Other comprehensive income, net of tax	—		—		—		36.6		—		36.6
Net income	—		—		—		—		1,082.9		1,082.9
Repurchases of common stock	(2.7)		(0.1)		(1,092.4)		—		—		(1,092.5)
Common stock withheld for employee tax obligations	(0.2)		—		(91.0)		—		—		(91.0)
Issuance of common stock under benefit plans	0.6		—		8.1		—		—		8.1
Stock-based compensation expense	—		—		199.3		—		—		199.3
Balance at September 30, 2025	254.0		$2.5		$5,011.9		$(64.5)		$12,368.9		$17,318.8
Balance at June 30, 2026	253.3		$2.5		$4,505.7		$48.5		$15,691.2		$20,247.9
Other comprehensive income, net of tax	—		—		—		8.7		—		8.7
Net income	—		—		—		—		653.6		653.6
Repurchases of common stock	(0.2)		—		(120.8)		—		—		(120.8)
Common stock withheld for employee tax obligations	(0.2)		—		(79.3)		—		—		(79.3)
Issuance of common stock under benefit plans	0.6		—		19.8		—		—		19.8
Stock-based compensation expense	—		—		177.5		—		—		177.5
Balance at September 30, 2026	253.5		$2.5		$4,502.9		$57.2		$16,344.8		$20,907.4
	Nine Months Ended
	Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders’ Equity
	Shares		Amount
Balance at December 31, 2024	256.9		$2.6		$6,672.4		$127.8		$9,606.8		$16,409.6
Other comprehensive loss, net of tax	—		—		—		(192.3)		—		(192.3)
Net income	—		—		—		—		2,762.1		2,762.1
Repurchases of common stock	(4.5)		(0.1)		(1,906.6)		—		—		(1,906.7)
Common stock withheld for employee tax obligations	(0.8)		—		(367.4)		—		—		(367.4)
Issuance of common stock under benefit plans	2.4		—		74.0		—		—		74.0
Stock-based compensation expense	—		—		539.5		—		—		539.5
Balance at September 30, 2025	254.0		$2.5		$5,011.9		$(64.5)		$12,368.9		$17,318.8
Balance at December 31, 2025	254.0		$2.5		$5,119.2		$(15.9)		$13,560.0		$18,665.8
Other comprehensive income, net of tax	—		—		—		73.1		—		73.1
Net income	—		—		—		—		2,784.8		2,784.8
Repurchases of common stock	(2.0)		—		(923.0)		—		—		(923.0)
Common stock withheld for employee tax obligations	(0.7)		—		(312.1)		—		—		(312.1)
Issuance of common stock under benefit plans	2.2		—		97.5		—		—		97.5
Stock-based compensation expense	—		—		521.3		—		—		521.3
Balance at September 30, 2026	253.5		$2.5		$4,502.9		$57.2		$16,344.8		$20,907.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VERTEX PHARMACEUTICALS INCORPORATED

Condensed Consolidated Statements of Cash Flows

(unaudited; in millions)

	Nine Months Ended September 30,
	2026		2025
Cash flows from operating activities:
Net income	$2,784.8		$2,762.1
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	511.0		528.3
Depreciation and amortization expense	181.6		154.1
Intangible asset impairment charge	—		379.0
Deferred income taxes	(319.7)		(541.3)
Other non-cash items, net	49.7		102.5
Changes in operating assets and liabilities:
Accounts receivable	(274.2)		(247.9)
Inventories	(159.6)		(446.8)
Prepaid expenses and other assets	123.6		(145.4)
Accounts payable	9.8		(1.5)
Accrued expenses	285.6		547.6
Other liabilities	4.0		42.7
Net cash provided by operating activities	3,196.6		3,133.4
Cash flows from investing activities:
Purchases of available-for-sale debt securities	(5,961.8)		(5,165.9)
Sales and maturities of available-for-sale debt securities	8,715.7		4,805.6
Payment to acquire Crinetics Pharmaceuticals, Inc., net of cash and cash equivalents acquired	(9,063.0)		—
Purchases of property and equipment	(342.9)		(288.2)
Proceeds related to convertible note	75.5		—
Other investing activities	(1.8)		(8.8)
Net cash used in investing activities	(6,578.3)		(657.3)
Cash flows from financing activities:
Proceeds from term loan borrowing	4,496.8		—
Issuances of common stock under benefit plans	97.6		73.7
Repurchases of common stock	(933.1)		(1,889.0)
Payments in connection with common stock withheld for employee tax obligations	(312.1)		(367.4)
Other financing activities	(17.8)		(1.4)
Net cash provided by (used in) financing activities	3,331.4		(2,184.1)
Effect of changes in exchange rates on cash	(48.9)		83.6
Net (decrease) increase in cash, cash equivalents and restricted cash	(99.2)		375.6
Cash, cash equivalents and restricted cash—beginning of period	5,087.8		4,572.2
Cash, cash equivalents and restricted cash—end of period	$4,988.6		$4,947.8
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$803.2		$1,177.3
Cash paid for interest	$9.2		$9.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

A.Basis of Presentation and Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared by Vertex

Pharmaceuticals Incorporated (“Vertex,” “we,” “us” or “our”) in accordance with accounting principles generally accepted in

the United States of America (“U.S. GAAP”).

The condensed consolidated financial statements reflect the operations of Vertex and our wholly-owned subsidiaries. All

material intercompany balances and transactions have been eliminated. We operate in one segment, pharmaceuticals.

Certain information and footnote disclosures normally included in our Annual Report on Form 10-K for the fiscal year

ended December 31, 2025 (the “2025 Annual Report on Form 10-K”) have been condensed or omitted. These interim

financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation

of the financial position and results of operations for the interim periods ended September 30, 2026 and 2025.

The results of operations for the interim period are not necessarily indicative of the results of operations to be expected

for the full fiscal year. These interim financial statements should be read in conjunction with the audited financial statements

for the year ended December 31, 2025, which are contained in our 2025 Annual Report on Form 10-K.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires us to make

certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets

and liabilities at the date of our condensed consolidated financial statements, and the amounts of revenues and expenses

during the reported periods. We base our estimates on historical experience and various other assumptions, including in

certain circumstances future projections that we believe to be reasonable under the circumstances. Actual results could differ

from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.

Recently Issued Accounting Standards

Disaggregation of Income Statement Expenses

In 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities, among other items, to

disclose in a tabular format, on an annual and interim basis, purchases of inventory, employee compensation, depreciation,

intangible asset amortization and depletion for each income statement line item that contains those expenses. ASU 2024-03

becomes effective for the annual period starting on January 1, 2027 and interim periods starting on January 1, 2028. We are

in the process of analyzing the impact that the adoption of ASU 2024-03 will have on our disclosures.

Internal-Use Software

In 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which eliminates consideration of the

software project development stages and replaces them with modernized recognition and measurement guidance designed to

reflect current internal-use software development practices. ASU 2025-06 becomes effective for the annual and interim

periods starting on January 1, 2028. We are in the process of analyzing the impact that the adoption of ASU 2025-06 will

have on our consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies

Our significant accounting policies are described in Note A, “Nature of Business and Accounting Policies,” in our 2025

Annual Report on Form 10-K.

B.Collaboration, License and Other Arrangements

Acquired In-Process Research and Development

We have entered into numerous business development agreements with third parties to collaborate on research,

development and commercialization programs, license technologies, or acquire assets. Our “Acquired in-process research and

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

development expenses” (“AIPR&D”) included $40.6 million and $62.5 million in the three and nine months ended

September 30, 2026, respectively, and $54.5 million and $76.5 million in the three and nine months ended September 30,

2025, respectively, related to upfront, contingent milestone, or other payments pursuant to our business development

transactions.

Our collaboration, licensing and asset acquisition agreements that had a significant impact on our financial statements for

the three and nine months ended September 30, 2026 and 2025 or were new or materially revised during the three and nine

months ended September 30, 2026, are described below. Additional agreements are described in Note B, “Collaboration,

License and Other Arrangements,” of our 2025 Annual Report on Form 10-K.

In-license Agreements

CRISPR Therapeutics AG

We have a joint development and commercialization agreement (the “CRISPR JDCA”) with CRISPR Therapeutics AG

and its affiliates (“CRISPR”). Pursuant to the CRISPR JDCA, we lead global development, manufacturing and

commercialization of CASGEVY for the treatment of hemoglobinopathies, including treatments for severe sickle cell disease

(“SCD”) and transfusion-dependent beta thalassemia, with support from CRISPR.

We share with CRISPR 40% of the net commercial profits or losses incurred with respect to CASGEVY, subject to

certain adjustments, which is recorded to “Cost of sales.” The net commercial profits or losses equal the sum of the product

revenues, cost of sales and selling, general and administrative expenses that we recognized during the applicable period

related to the CRISPR JDCA. We also are reimbursed by CRISPR for its 40% share of the research and development

activities conducted under the CRISPR JDCA, subject to certain adjustments, and we record this reimbursement from

CRISPR as a credit within “Research and development expenses.”

In the first quarter of 2025, we recorded a $12.5 million credit to AIPR&D from CRISPR, reflecting its share of our

upfront payment paid to Orna Therapeutics in December 2024.

During the three and nine months ended September 30, 2026 and 2025, the credits recognized in our condensed

consolidated statements of income for CRISPR’s share of CRISPR JDCA activities were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
Cost of sales	$23.8		$43.3		$68.7		$109.6
Research and development expenses	$13.2		$14.3		$43.7		$45.4
Acquired in-process research and development expenses	$—		$—		$—		$12.5

Cystic Fibrosis Foundation

In 2004, we entered into an agreement with the Cystic Fibrosis Foundation (the “CFF”), as successor in interest to the

Cystic Fibrosis Foundation Therapeutics, Inc., to support research and development activities. Pursuant to the agreement, as

amended, we have agreed to pay tiered royalties ranging from single digits to sub-teens on covered compounds first

synthesized and/or tested during a research term on or before February 28, 2014, including ivacaftor, lumacaftor and

tezacaftor, and royalties ranging from low-single digits to mid-single digits on net sales of certain compounds first

synthesized and/or tested between March 1, 2014 and August 31, 2016, including elexacaftor. We do not have any royalty

obligations on compounds first synthesized and tested on or after September 1, 2016. For combination products, such as

ORKAMBI, SYMDEKO/SYMKEVI, TRIKAFTA/KAFTRIO, and ALYFTREK, sales are allocated equally to each of the

active pharmaceutical ingredients in the combination product, and royalties are then paid for any royalty-bearing components

included in the combination. We record expenses related to these royalty obligations to “Cost of sales.”

C.Business Combination

On September 1, 2026, we paid $85.00 per share in cash to acquire all of the issued and outstanding shares of common

stock and cancel all outstanding equity awards of Crinetics Pharmaceuticals, Inc. (“Crinetics”), a publicly traded

biotechnology company focused on discovering, developing, and commercializing novel therapeutics for endocrine diseases

and endocrine-related tumors, for a total equity value of $10.0 billion, or $9.0 billion net of cash, cash equivalents, and

marketable securities acquired (the “Crinetics Acquisition”). The Crinetics Acquisition is expected to contribute to the

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

diversity of our pipeline and support our long-term growth objectives. Crinetics’ approved medicine, PALSONIFY

(paltusotine), received approval from the U.S. Food and Drug Administration in September 2025. It is a once-daily oral

therapy for adults with acromegaly, a rare and debilitating condition caused by a pituitary tumor that secretes excess growth

hormone. In addition to PALSONIFY, Crinetics’ most advanced pipeline candidate, atumelnant, is a once-daily oral

adrenocorticotropic hormone (“ACTH”) receptor antagonist currently in Phase 3 development for congenital adrenal

hyperplasia (“CAH”). Classic CAH, the most severe form of the disease, is a rare, chronic genetic condition affecting the

adrenal glands that has significant unmet medical need. Atumelnant is also in Phase 2 development for people with ACTH-

Dependent Cushing’s syndrome, an additional therapeutic area in which it has demonstrated potential.

We paid total consideration of $10.0 billion at the acquisition date, September 1, 2026, which included $9.6 billion to

acquire Crinetics and $409.6 million to accelerate and settle unvested Crinetics equity awards. The $409.6 million

represented post-acquisition expense, which was recorded as $265.5 million of “Research and development expenses” and

$144.1 million of “Selling, general and administrative expenses.”

We accounted for the Crinetics Acquisition as a business combination, and allocated the purchase price to the following

assets acquired and liabilities assumed:

	As of September 1, 2026
	(in millions)
Cash consideration to acquire Crinetics’ outstanding common stock	$9,055.6
Cash consideration for Crinetics’ vested and unvested equity awards	973.1
Total cash consideration paid to Crinetics	10,028.7
Less: Expense related to unvested equity awards	(409.6)
Total consideration allocated	$9,619.1
Cash and cash equivalents	$556.1
Marketable securities	293.3
Inventories	461.8
Goodwill	1,335.4
PALSONIFY finite-lived intangible asset - marketed products	3,010.0
Atumelnant in-process research and development intangible asset	5,116.0
Long-term marketable securities	158.7
Deferred tax liability, net	(1,315.2)
Net other assets	3.0
Total purchase price	$9,619.1

The “Inventories” acquired reflect a step-up in the fair value of acquired PALSONIFY finished goods and work-in-

process inventory, which was determined using the comparative sales method. This method estimates the expected sales price

of the product, reduced by all costs expected to be incurred to complete or to dispose of the inventory, as well as a profit on

those costs and holding costs. The acquired inventory step-up adjustment is expensed to “Cost of sales” as the inventory is

sold, and was not material to our condensed consolidated statements of income for the three and nine months ended

September 30, 2026. We expect to sell the inventory over a period of approximately three years from the acquisition date.

The “Goodwill” of $1.3 billion, which is not deductible for tax purposes, represents the difference between the fair value

of the consideration transferred and the fair value of the assets acquired and liabilities assumed, and primarily related to

establishing the deferred tax liability for the acquired intangible assets, which have no tax basis.

The $3.0 billion finite-lived asset related to the PALSONIFY marketed product that we acquired and a $5.1 billion in-

process research and development asset related to atumelnant are recorded on our condensed consolidated balance sheet as

“Other intangible assets, net.” The fair values of the intangible assets were determined using the multi-period excess earnings

method to complete a discounted cash flow analysis with Level 3 fair value inputs, including significant assumptions

regarding (i) the probability of technical and regulatory success related to atumelnant, (ii) estimated future cash flows from

potential product sales with respect to the medicines, and (iii) earnings, which include the expected costs to continue to

develop and commercialize the medicines. The PALSONIFY finite-lived asset is being amortized on a straight-lined basis

through the period that we no longer have exclusive rights to market PALSONIFY, or approximately sixteen years. For the

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

three and nine months ended September 30, 2026, we recorded $15.3 million of intangible asset amortization expense related

to the PALSONIFY asset as “Cost of sales.”

The “Deferred tax liability, net” of $1.3 billion, represents net temporary differences primarily related to intangible assets

acquired and liabilities assumed, and was primarily recorded as a reduction to “Deferred tax assets” on our condensed

consolidated balance sheet.

As of September 30, 2026, our Crinetics purchase price allocation, including for certain intangible assets acquired and

tax analyses, is preliminary and will be finalized during the measurement period of up to one year from the acquisition date.

Additionally, in the three and nine months ended September 30, 2026, we incurred transaction costs of $58.9 million

directly related to the Crinetics Acquisition, which are recorded within “Selling, general and administrative expenses.”

The financial results of Crinetics did not have a material effect on our revenue or net income in the three and nine

months ended September 30, 2026.

Supplemental Pro Forma Financial Information

The following table presents unaudited supplemental pro forma financial information for the three and nine months

ended September 30, 2026 and 2025, as if the Crinetics Acquisition had occurred on January 1, 2025:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
Total Revenues	$3,455.1		$3,076.5		$9,811.7		$8,812.8
Net Income	778.1		882.3		2,496.5		1,785.5

The unaudited supplemental pro forma financial information was prepared using the acquisition method of accounting

and is based on the historical financial information of Vertex and Crinetics. In order to reflect the occurrence of the Crinetics

Acquisition on January 1, 2025, as required, the most significant adjustments reflected in the unaudited supplemental pro

forma financial information are as follows:

•incremental amortization expense based on the fair value of the PALSONIFY intangible asset described above;

•incremental cost of sales related to the amortization of the step-up in the fair value of finished goods and work-in-

process inventory for PALSONIFY described above;

•compensation expense to accelerate and settle unvested Crinetics equity awards and transaction costs directly related

to the Crinetics Acquisition, reflected in the nine months ended September 30, 2025 instead of primarily in the three

and nine months ended September 30, 2026;

•additional interest expense associated with the issuance of the 2026 Term Loan described in Note M, “Commitments

and Contingencies;” and

•the income tax effects of the above adjustments plus Crinetics’ historical losses at applicable effective tax rates.

The unaudited supplemental pro forma financial information is not necessarily indicative of what the condensed

consolidated results of operations would have been had the Crinetics Acquisition been completed on January 1, 2025. In

addition, the unaudited supplemental pro forma financial information is not a projection of future results of operations of the

combined company, nor does it reflect the expected realization of any synergies or cost savings associated with the Crinetics

Acquisition.

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

D.Earnings Per Share

The following table sets forth the computation of basic and diluted net income per common share for the periods ended:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions, except per share amounts)
Net income	$653.6		$1,082.9		$2,784.8		$2,762.1
Basic weighted-average common shares outstanding	253.5		255.6		253.7		256.4
Effect of potentially dilutive securities:
Restricted stock units (including performance-based restricted stock units (“PSUs”))	1.2		1.1		1.2		1.3
Stock options	0.5		0.9		0.6		0.9
Diluted weighted-average common shares outstanding	255.2		257.6		255.5		258.6
Basic net income per common share	$2.58		$4.24		$10.98		$10.77
Diluted net income per common share	$2.56		$4.20		$10.90		$10.68

During the three and nine months ended September 30, 2026 and 2025, the number of anti-dilutive securities that were

excluded from the computation of our diluted net income per common share was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
Unvested restricted stock units (including PSUs)	—		0.7		0.2		0.2
Stock options	—		—		—		—

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

E.Fair Value Measurements

The following table sets forth our financial assets and liabilities measured at fair value on a recurring basis by level

within the fair value hierarchy, as described in Note A, “Nature of Business and Accounting Policies,” of our 2025 Annual

Report on Form 10-K:

	As of September 30, 2026								As of December 31, 2025
			Fair Value Hierarchy								Fair Value Hierarchy
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(in millions)
Financial instruments carried at fair value (asset positions):
Cash equivalents	$1,854.9		$1,654.9		$200.0		$—		$2,779.1		$1,770.7		$1,008.4		$—
Marketable securities:
Corporate equity securities	29.2		29.2		—		—		16.6		16.6		—		—
U.S. Treasury securities	1,213.1		1,213.1		—		—		1,864.9		1,864.9		—		—
U.S. government agency securities	148.6		—		148.6		—		262.4		—		262.4		—
Asset-backed securities	768.0		—		768.0		—		1,357.0		—		1,357.0		—
Certificates of deposit	—		—		—		—		26.2		—		26.2		—
Corporate debt securities	2,683.0		—		2,683.0		—		3,693.9		—		3,693.9		—
Commercial paper	—		—		—		—		14.6		—		14.6		—
Prepaid expenses and other current assets:
Foreign currency forward contracts	85.3		—		85.3		—		6.2		—		6.2		—
Other assets:
Foreign currency forward contracts	45.0		—		45.0		—		12.7		—		12.7		—
Total financial assets	$6,827.1		$2,897.2		$3,929.9		$—		$10,033.6		$3,652.2		$6,381.4		$—
Financial instruments carried at fair value (liability positions):
Other current liabilities:
Foreign currency forward contracts	$(25.4)		$—		$(25.4)		$—		$(79.4)		$—		$(79.4)		$—
Other long-term liabilities:
Foreign currency forward contracts	(7.9)		—		(7.9)		—		(51.0)		—		(51.0)		—
Contingent consideration	(76.1)		—		—		(76.1)		(79.0)		—		—		(79.0)
Total financial liabilities	$(109.4)		$—		$(33.3)		$(76.1)		$(209.4)		$—		$(130.4)		$(79.0)

Please refer to Note F, “Marketable Securities and Other Investments,” for the carrying amount and related unrealized

gains (losses) by type of investment. Our cash equivalents primarily include money market funds, commercial paper, and

time deposits.

Fair Value of Corporate Equity Securities

We classify our investments in publicly traded corporate equity securities as “Marketable securities” on our condensed

consolidated balance sheets. Generally, our investments in the common stock of publicly traded companies are valued based

on Level 1 inputs because they have readily determinable fair values.

Please refer to Note F, “Marketable Securities and Other Investments,” for further information on these investments.

Fair Value of Contingent Consideration

Our Level 3 contingent consideration liabilities of $76.1 million are related to $678.3 million of development and

regulatory milestones potentially payable to former equity holders of a privately-held company we acquired in 2019. We base

our estimates of the probability of achieving the milestones relevant to the fair value of contingent payments on industry data

attributable to gene therapies and our knowledge of the progress and viability of the associated Duchenne muscular dystrophy

programs. The discount rates used in the valuation model for contingent payments, which were between 5.6% and 5.7% as of

September 30, 2026, represent a measure of credit risk and market risk associated with settling the liabilities. Significant

judgment is used in determining the appropriateness of these assumptions at each reporting period.

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table represents a rollforward of the fair value of our contingent consideration liabilities:

	Nine Months Ended September 30, 2026
	(in millions)
Balance at December 31, 2025	$79.0
Decrease in fair value of contingent payments	(2.9)
Balance at September 30, 2026	$76.1

Fair Value of 2026 Term Loan

We estimate the fair value of our 2026 Term Loan, as defined in Note M, “Commitments and Contingencies,” using

Level 2 inputs. The fair value of the 2026 Term Loan approximates its carrying value as of September 30, 2026, because it

bears interest at a variable rate that reflects current market rates. Please refer to Note M for further details.

F.Marketable Securities and Other Investments

A summary of our cash equivalents and marketable debt and equity securities, which are recorded at fair value, is shown

below:

	As of September 30, 2026								As of December 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
Cash equivalents	$1,854.9		$—		$—		$1,854.9		$2,779.1		$—		$—		$2,779.1
Marketable securities:
U.S. Treasury securities	1,227.3		0.1		(14.3)		1,213.1		1,852.9		12.1		(0.1)		1,864.9
U.S. government agency securities	150.0		—		(1.4)		148.6		261.2		1.2		—		262.4
Asset-backed securities	773.1		0.2		(5.3)		768.0		1,351.1		6.0		(0.1)		1,357.0
Certificates of deposit	—		—		—		—		26.2		—		—		26.2
Corporate debt securities	2,714.3		0.7		(32.0)		2,683.0		3,669.3		25.0		(0.4)		3,693.9
Commercial paper	—		—		—		—		14.6		—		—		14.6
Total marketable available-for- sale debt securities	4,864.7		1.0		(53.0)		4,812.7		7,175.3		44.3		(0.6)		7,219.0
Corporate equity securities	40.0		3.9		(14.7)		29.2		25.0		—		(8.4)		16.6
Total marketable securities	4,904.7		4.9		(67.7)		4,841.9		7,200.3		44.3		(9.0)		7,235.6
Total cash equivalents and marketable securities	$6,759.6		$4.9		$(67.7)		$6,696.8		$9,979.4		$44.3		$(9.0)		$10,014.7

Amounts in the table above at fair value were classified on our condensed consolidated balance sheets as follows:

	As of September 30, 2026		As of December 31, 2025
	(in millions)
Cash and cash equivalents	$1,854.9		$2,779.1
Marketable securities	1,324.0		1,523.3
Long-term marketable securities	3,517.9		5,712.3
Total	$6,696.8		$10,014.7

Marketable available-for-sale debt securities by contractual maturity were as follows:

	As of September 30, 2026		As of December 31, 2025
	(in millions)
Matures within one year	$1,294.8		$1,506.7
Matures after one year through five years	3,449.2		5,595.8
Matures after five years	68.7		116.5
Total	$4,812.7		$7,219.0

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

We did not record any allowances for credit losses to adjust the fair value of our marketable available-for-sale debt

securities during the three and nine months ended September 30, 2026 and 2025. Additionally, we did not record any realized

gains or losses related to these investments that were material to our condensed consolidated statements of income during the

three and nine months ended September 30, 2026 and 2025. As of September 30, 2026, we held marketable available-for-sale

debt securities with a total fair value of $4.2 billion that were in unrealized loss positions totaling $53.0 million, including an

insignificant amount that had been in unrealized loss positions for greater than twelve months.

We record changes in the fair value of our investments in corporate equity securities to “Other (expense) income, net” in

our condensed consolidated statements of income. During the three and nine months ended September 30, 2026 and 2025,

our net unrealized gains (losses) on corporate equity securities with readily determinable fair values held at the conclusion of

each period were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
Net unrealized gains (losses)	$2.2		$(1.5)		$(2.5)		$(18.6)

As of September 30, 2026 and December 31, 2025, the carrying value of our equity investments without readily

determinable fair values, which are recorded in “Other assets” on our condensed consolidated balance sheets was $88.0

million and $81.5 million, respectively.

During the nine months ended September 30, 2026, we received $75.5 million cash proceeds following the conversion of

a note receivable we held from a privately-held company that was acquired. As a result, we recognized a realized gain of

$48.7 million within “Other (expense) income, net” in our condensed consolidated statements of income.

G.Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss) (“AOCI”) by

component:

			Unrealized Holding Gains (Losses), Net of Tax
	Foreign Currency Translation Adjustment		On Available- For-Sale Debt Securities		On Foreign Currency Forward Contracts		Total
	(in millions)
Balance at December 31, 2025	$37.2		$34.0		$(87.1)		$(15.9)
Other comprehensive (loss) income before reclassifications	(16.3)		(85.3)		136.3		34.7
Amounts reclassified from accumulated other comprehensive income (loss)	—		11.9		26.5		38.4
Net current period other comprehensive (loss) income	(16.3)		(73.4)		162.8		73.1
Balance at September 30, 2026	$20.9		$(39.4)		$75.7		$57.2
Balance at December 31, 2024	$9.7		$7.1		$111.0		$127.8
Other comprehensive income (loss) before reclassifications	29.0		32.9		(276.9)		(215.0)
Amounts reclassified from accumulated other comprehensive income (loss)	—		(5.5)		28.2		22.7
Net current period other comprehensive income (loss)	29.0		27.4		(248.7)		(192.3)
Balance at September 30, 2025	$38.7		$34.5		$(137.7)		$(64.5)

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

H.Hedging

Foreign currency forward contracts - Designated as hedging instruments

We maintain a hedging program intended to mitigate the effect of changes in foreign exchange rates for a portion of our

forecasted product revenues denominated in certain foreign currencies. The program includes foreign currency forward

contracts that are designated as cash flow hedges under U.S. GAAP having contractual durations from one to 36 months. We

recognize realized gains and losses for the effective portion of such contracts in “Product revenues, net” in our condensed

consolidated statements of income in the same period that we recognize the product revenues that were impacted by the

hedged foreign exchange rate changes.

We formally document the relationship between foreign currency forward contracts (hedging instruments) and forecasted

product revenues (hedged items), as well as our risk management objective and strategy for undertaking various hedging

activities, which includes matching all foreign currency forward contracts that are designated as cash flow hedges to

forecasted transactions. Using regression analysis, we assess, both at the hedge’s inception and on an ongoing basis, whether

the foreign currency forward contracts are highly effective in offsetting changes in cash flows of hedged items on a

prospective and retrospective basis. As of September 30, 2026, all hedges were determined to be highly effective.

We consider the impact of our counterparties’ credit risk on the fair value of the foreign currency forward contracts. As

of September 30, 2026 and December 31, 2025, credit risk did not change the fair value of our foreign currency forward

contracts.

The following table summarizes the notional amount in U.S. dollars of our outstanding foreign currency forward

contracts designated as cash flow hedges under U.S. GAAP:

	As of September 30, 2026		As of December 31, 2025
Foreign Currency	(in millions)
Euro	$3,457.8		$4,677.9
British pound sterling	481.7		492.6
Canadian dollar	295.5		516.1
Australian dollar	255.2		267.5
Swiss franc	74.1		126.0
Total foreign currency forward contracts	$4,564.3		$6,080.1

Foreign currency forward contracts - Not designated as hedging instruments

We enter into foreign currency forward contracts, typically with contractual maturities of approximately one month,

which are designed to mitigate the effect of changes in foreign exchange rates on monetary assets and liabilities, including

intercompany balances. These contracts are not designated as hedging instruments under U.S. GAAP. We recognize realized

gains and losses for such contracts in “Other (expense) income, net” in our condensed consolidated statements of income

each period. As of September 30, 2026 and December 31, 2025, the notional amount of our outstanding foreign currency

forward contracts where hedge accounting under U.S. GAAP was not applied was $1.2 billion and $612.6 million,

respectively.

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

During the three and nine months ended September 30, 2026 and 2025, we recognized the following related to foreign

currency forward contracts in our condensed consolidated statements of income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
Designated as hedging instruments - Reclassified from AOCI
Product revenues, net	$1.8		$(39.0)		$(33.9)		$(36.2)
Not designated as hedging instruments
Other (expense) income, net	$9.3		$(22.9)		$(7.0)		$(27.2)
Total reported in the Condensed Consolidated Statements of Income
Product revenues, net	$3,440.8		$3,076.4		$9,761.6		$8,780.6
Other (expense) income, net	$(11.9)		$(9.8)		$12.4		$(14.2)

The following table summarizes the fair value of our outstanding foreign currency forward contracts designated as cash

flow hedges under U.S. GAAP included on our condensed consolidated balance sheets:

As of September 30, 2026
Assets				Liabilities
Classification		Fair Value		Classification		Fair Value
(in millions)
Prepaid expenses and other current assets		$85.3		Other current liabilities		$(25.4)
Other assets		45.0		Other long-term liabilities		(7.9)
Total assets		$130.3		Total liabilities		$(33.3)

As of December 31, 2025
Assets				Liabilities
Classification		Fair Value		Classification		Fair Value
(in millions)
Prepaid expenses and other current assets		$6.2		Other current liabilities		$(79.4)
Other assets		12.7		Other long-term liabilities		(51.0)
Total assets		$18.9		Total liabilities		$(130.4)

As of September 30, 2026, we expect the amounts that are related to foreign currency forward contracts designated as

cash flow hedges under U.S. GAAP recorded in “Prepaid expenses and other current assets” and “Other current liabilities” to

be reclassified to earnings within twelve months.

We present the fair value of our foreign currency forward contracts on a gross basis within our condensed consolidated

balance sheets. The following table summarizes the potential effect of offsetting derivatives by type of financial instrument

designated as cash flow hedges under U.S. GAAP on our condensed consolidated balance sheets:

	As of September 30, 2026
	Gross Amounts Recognized		Gross Amounts Offset		Gross Amounts Presented		Gross Amounts Not Offset		Legal Offset
Foreign currency forward contracts	(in millions)
Total assets	$130.3		$—		$130.3		$(33.3)		$97.0
Total liabilities	(33.3)		—		(33.3)		33.3		—

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

	As of December 31, 2025
	Gross Amounts Recognized		Gross Amounts Offset		Gross Amounts Presented		Gross Amounts Not Offset		Legal Offset
Foreign currency forward contracts	(in millions)
Total assets	$18.9		$—		$18.9		$(18.9)		$—
Total liabilities	(130.4)		—		(130.4)		18.9		(111.5)

I.Inventories

“Inventories” consisted of the following:

	As of September 30, 2026		As of December 31, 2025
	(in millions)
Raw materials	$218.2		$259.8
Work-in-process	1,632.7		1,196.9
Finished goods	394.4		230.1
Total	$2,245.3		$1,686.8

As described in Note C, “Business Combination,” we acquired a total fair value of $461.8 million PALSONIFY

inventory as part of the Crinetics Acquisition in the third quarter of 2026.

J.Intangible Assets

“Other intangible assets, net” consisted of the following:

			As of September 30, 2026						As of December 31, 2025
	Estimated Useful Lives		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
			(in millions, except useful lives)
In-process research and development	Indefinite		$5,340.6		$—		$5,340.6		$224.6		$—		$224.6
Finite-lived intangible assets - marketed products	10 to 16 years		3,248.0		(72.5)		3,175.5		238.0		(42.1)		195.9
Finite-lived intangible assets - assembled workforce	3 years		7.7		(6.0)		1.7		7.7		(4.0)		3.7
Total other intangible assets, net			$8,596.3		$(78.5)		$8,517.8		$470.3		$(46.1)		$424.2

As described in Note C, “Business Combination,” we recorded a $3.0 billion finite-lived asset related to the

PALSONIFY marketed product that we acquired and a $5.1 billion in-process research and development asset related to

atumelnant as part of the purchase accounting for the Crinetics Acquisition in September 2026.

In March 2025, based on results from a Phase 1/2 clinical trial evaluating our VX-264 clinical program in patients with

type 1 diabetes (“T1D”), we concluded that VX-264 will not be advancing further in clinical development. Based on this

event, we performed an interim impairment test on the fair value of our VX-264 indefinite-lived in-process research and

development asset that we acquired from Semma Therapeutics, Inc. in 2019. As a result, using the multi period earnings

method of the income approach, we recorded a full intangible asset impairment charge of $379.0 million in the first quarter of

2025. As of September 30, 2026, $224.6 million of our total indefinite-lived in-process research and development assets was

associated with our T1D program.

As of September 30, 2026, the estimated future amortization of our finite-lived intangible assets through 2030 was as

follows:

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

Year		Estimated Amortization Expense
		(in millions)
Fourth quarter of 2026		$51.8
2027		$205.5
2028		$204.5
2029		$204.5
2030		$204.5

K.Stock-based Compensation Expense and Share Repurchase Programs

Stock-based compensation expense

During the three and nine months ended September 30, 2026 and 2025, we recognized the following stock-based

compensation expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
Stock-based compensation expense by type of award:
Restricted stock units (including PSUs)	$169.3		$190.8		$501.7		$517.1
ESPP share issuances	8.2		8.5		17.4		21.2
Stock options	—		—		2.2		1.2
Stock-based compensation expense related to inventories	(3.1)		(4.4)		(10.3)		(11.2)
Total stock-based compensation expense included in “Total costs and expenses”	$174.4		$194.9		$511.0		$528.3
Stock-based compensation expense by line item:
Cost of sales	$4.2		$2.8		$11.2		$7.9
Research and development expenses	102.0		116.0		308.1		315.7
Selling, general and administrative expenses	68.2		76.1		191.7		204.7
Total stock-based compensation expense included in “Total costs and expenses”	174.4		194.9		511.0		528.3
Income tax effect	(35.6)		(47.5)		(106.2)		(159.2)
Total stock-based compensation expense, net of tax	$138.8		$147.4		$404.8		$369.1

Share repurchase program

In February 2023, our Board of Directors authorized a share repurchase program (the “2023 Share Repurchase

Program”), pursuant to which we were authorized to repurchase up to $3.0 billion of our common stock. As of September 30,

2025, we had repurchased the full amount authorized under the 2023 Share Repurchase Program.

In May 2025, our Board of Directors authorized an additional share repurchase program (the “2025 Share Repurchase

Program”), pursuant to which we are authorized to repurchase up to $4.0 billion of our common stock. The 2025 Share

Repurchase Program does not have an expiration date and can be discontinued at any time. As of September 30, 2026, we had

$2.5 billion remaining available under the 2025 Share Repurchase Program.

During the nine months ended September 30, 2026 and 2025, we repurchased 2.0 million and 4.5 million shares of our

common stock under our share repurchase programs, respectively, for aggregate repurchases of $921.3 million and $1.9

billion, respectively.

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

L.Income Taxes

We are subject to U.S. federal, state, and foreign income taxes. During the three and nine months ended September 30,

2026 and 2025, we recorded the following provisions for income taxes and effective tax rates as compared to our income

before provision for income taxes.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions, except percentages)
Income before provision for income taxes	$783.4		$1,298.8		$3,428.1		$3,312.2
Provision for income taxes	$129.8		$215.9		$643.3		$550.1

Effective tax rate 16.6% 16.6% 18.8% 16.6%

Our effective tax rates for the three and nine months ended September 30, 2026 were lower than the U.S. statutory rate,

primarily due to a benefit from a research and development tax credit study that was completed in the third quarter of 2026,

and excess tax benefits related to stock-based compensation.

Our effective tax rate for the three and nine months ended September 30, 2025 was lower than the U.S. statutory rate,

primarily due to a benefit from a research and development tax credit study that was completed in the third quarter of 2025,

excess tax benefits related to stock-based compensation, and increased utilization of foreign tax credits, partially offset by

changes in uncertain tax positions.

We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to

examination by a taxing authority. As of September 30, 2026 and December 31, 2025, we had $477.4 million and $436.6

million, respectively, of net unrecognized tax benefits, which would affect our tax rate if recognized.

We file U.S. federal income tax returns and income tax returns in various state, local and foreign jurisdictions. We have

various income tax audits ongoing at any time throughout the world. Except for jurisdictions where we have net operating

losses or tax credit carryforwards, we are no longer subject to any tax assessment from tax authorities for years prior to 2014

in jurisdictions that have a material impact on our consolidated financial statements. Due to the nature of the adjustments

from a settlement with the United Kingdom’s HM Revenue & Customs in 2023, we have asserted our rights under the U.S./

U.K. Income Tax Convention pursuant to the mutual agreement procedures for the relief of double taxation for these matters.

M.Commitments and Contingencies

2026 Term Loan

On July 30, 2026, we entered into a term loan credit agreement (the “2026 Term Loan”) with the lenders party thereto

and Bank of America, N.A., as administrative agent, which provides for a $4.5 billion senior unsecured delayed draw term

loan A facility. Pursuant to the 2026 Term Loan, we borrowed the entire $4.5 billion on September 1, 2026, which was used

to finance a portion of the Crinetics Acquisition. Upon entry into the 2026 Term Loan, a debt commitment letter we entered

into concurrently with entry into the merger agreement for the Crinetics Acquisition terminated. As of September 30, 2026,

$4.5 billion remained outstanding under the 2026 Term Loan.

The amounts that we borrowed under the 2026 Term Loan (the “Term Loans”) are payable in full as follows: (a) a

$1.0 billion tranche due on August 31, 2027 (“Tranche 1 Loans”), (b) a $1.0 billion tranche due on September 1, 2028

(“Tranche 2 Loans”), and (c) a $2.5 billion tranche due on August 31, 2029 (“Tranche 3 Loans”). There are no mandatory

prepayments or amortization required in connection with the loans made under the 2026 Term Loan.

The Term Loans bear interest at a rate per annum equal to a Secured Overnight Financing Rate (“SOFR”) plus an

applicable margin ranging from 0.875% to 1.500% for Tranche 1 and Tranche 2 Loans and from 1.000% to 1.625% for

Tranche 3 Loans.

2026 Revolving Credit Agreement

On July 30, 2026, Vertex and certain of its subsidiaries entered into a $500.0 million senior unsecured revolving facility

(the “2026 Revolver”) with the lenders party thereto and Bank of America, N.A., as administrative agent, which matures on

July 30, 2031. We have not drawn upon the 2026 Revolver to date. Amounts drawn pursuant to the 2026 Revolver, if any,

will be used for general corporate purposes. Subject to satisfaction of certain conditions, we may request that the borrowing

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

capacity for the 2026 Revolver be increased, and/or that incremental term loans be provided, in an aggregate amount of up to

an additional $500.0 million. Up to $100.0 million of the 2026 Revolver may be allocated for loans and letters of credit in

certain non-U.S. Dollar currencies. Additionally, the 2026 Revolver provides a sublimit of $100.0 million for letters of credit.

Any U.S. Dollar-denominated amounts borrowed under the 2026 Revolver will bear interest, at our option, at a rate per

annum equal to either a base rate or a SOFR-based rate, in each case, plus an applicable margin. Under the 2026 Revolver,

the applicable margins on base rate loans range from 0.000% to 0.500% and the applicable margins on SOFR-based loans

range from 0.875% to 1.500%.

Prior Revolving Credit Agreement

In July 2026, in conjunction with entering into the 2026 Revolver, we terminated the $500.0 million revolving credit

agreement we entered into in 2022.

Terms Applicable to both of the 2026 Term Loan and 2026 Revolving Credit Agreement

In addition to the terms described above, unless specifically noted below, the 2026 Term Loan and the 2026 Revolver

(the “2026 Debt Agreements”) share similar terms described below.

For each of the 2026 Debt Agreements, the applicable margin applied to any amounts borrowed is dependent upon,

either (x) our consolidated leverage ratio (the ratio of our total consolidated funded indebtedness to our consolidated

EBITDA for the most recently completed four fiscal quarter period) or (y) to the extent available, our credit rating. Any

amounts borrowed under the 2026 Revolver in non-U.S. Dollar currencies will bear interest at a rate per annum equal to the

applicable benchmark rate for such currency plus the applicable margin. Loans made under the 2026 Debt Agreements may

be prepaid and commitments under the 2026 Revolver may be reduced at any time, in whole or in part, without premium or

penalty (other than customary breakage costs).

Loans made under the 2026 Debt Agreements are, or will be, guaranteed by certain of our existing and future domestic

subsidiaries.

The 2026 Debt Agreements contain customary representations and warranties and affirmative and negative covenants,

which include limitations on subsidiary debt, liens and fundamental changes, as well as a financial covenant to maintain a

maximum consolidated net leverage ratio (calculated net of up to $1.0 billion of unrestricted cash and cash equivalents) of

3.50 to 1.00, subject to an increase, at our election (which may be made up to three times), to 4.00 to 1.00 for each of the four

fiscal quarters following a material acquisition. As of September 30, 2026, we were in compliance with all covenants

associated with the 2026 Debt Agreements.

The 2026 Debt Agreements also contain customary events of default. In the case of a continuing event of default, the

administrative agent associated with each agreement would be entitled to exercise various remedies, including the

acceleration of amounts due under any outstanding loan.

Direct costs related to the 2026 Debt Agreements are recorded over their terms and are not material to our condensed

consolidated financial statements.

Guaranties and Indemnifications

As permitted under Massachusetts law, our Articles of Organization and By-laws provide that we will indemnify certain

of our officers and directors for certain claims asserted against them in connection with their service as an officer or director.

The maximum potential amount of future payments that we could be required to make under these indemnification provisions

is unlimited. However, we have purchased directors’ and officers’ liability insurance policies that could reduce our monetary

exposure and enable us to recover a portion of any future amounts paid. No indemnification claims currently are outstanding,

and we believe the estimated fair value of these indemnification arrangements is minimal.

We customarily agree in the ordinary course of our business to indemnification provisions in agreements with clinical

trial investigators and sites in our product development programs, sponsored research agreements with academic and not-for-

profit institutions, various comparable agreements involving parties performing services for us, and our real estate leases. We

also customarily agree to certain indemnification provisions in our drug discovery, development and commercialization

collaboration agreements. With respect to our clinical trials and sponsored research agreements, these indemnification

provisions typically apply to any claim asserted against the investigator or the investigator’s institution relating to personal

injury or property damage, violations of law or certain breaches of our contractual obligations arising out of the research or

clinical testing of our compounds or product candidates. With respect to lease agreements, the indemnification provisions

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

typically apply to claims asserted against the landlord relating to personal injury or property damage caused by us, to

violations of law by us or to certain breaches of our contractual obligations. The indemnification provisions appearing in our

collaboration agreements are similar to those for the other agreements discussed above, but in addition provide some limited

indemnification for our collaborator in the event of third-party claims alleging infringement of intellectual property rights. In

each of the cases above, the indemnification obligation generally survives the termination of the agreement for some

extended period, although we believe the obligation typically has the most relevance during the contract term and for a short

period of time thereafter. The maximum potential amount of future payments that we could be required to make under these

provisions is generally unlimited. We have purchased insurance policies covering personal injury, property damage and

general liability that reduce our exposure for indemnification and would enable us in many cases to recover all or a portion of

any future amounts paid. We have never paid any material amounts to defend lawsuits or settle claims related to these

indemnification provisions. Accordingly, we believe the estimated fair value of these indemnification arrangements is

minimal.

Legal Matters and Other Contingencies

As described in Note B, “Collaboration, License and Other Arrangements,” we have an agreement with the CFF (the

“CFF Agreement”) pursuant to which we owe third-party royalties payable on net sales of certain CF products, including

ALYFTREK. Since inception, our ALYFTREK net product revenues total $2.5 billion. Based on the CFF Agreement, our

position is that the royalty burden associated with ALYFTREK is 4%. On October 10, 2025, Royalty Pharma plc (“RP”), the

third party to whom the CFF assigned its rights (and the CFF, which remains a party to the CFF Agreement), initiated a

confidential arbitration alleging the royalty burden on ALYFTREK is approximately 8%. RP is seeking a declaratory

judgment regarding the royalty burden on ALYFTREK as well as alleged unpaid royalties and other alleged damages

available under the CFF Agreement or applicable law, costs, expenses, attorneys’ fees, and interest. We believe RP’s position

is contrary to the plain terms of the CFF Agreement and intend to vigorously defend our position under the CFF Agreement.

On a quarterly basis, we evaluate developments with claims, whether asserted or unasserted, and legal proceedings that

could result in a loss contingency accrual, or an increase or decrease to a previously accrued loss contingency. There were no

material loss contingencies accrued as of September 30, 2026 or December 31, 2025.

We also have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue for such

contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably

estimated. Other than our contingent consideration liabilities discussed in Note E, “Fair Value Measurements,” there were no

significant contingent liabilities accrued as of September 30, 2026 or December 31, 2025.

N.Segment Information

Revenues by Product

“Product revenues, net” consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
TRIKAFTA/KAFTRIO	$2,436.9		$2,653.6		$7,288.8		$7,740.2
ALYFTREK	705.8		247.0		1,703.8		457.7
Other CF product revenues (1)	130.5		139.3		403.5		488.3
Total CF product revenues, net	3,273.2		3,039.9		9,396.1		8,686.2
CASGEVY	99.2		16.9		218.5		61.5
JOURNAVX	58.3		19.6		136.9		32.9
PALSONIFY	10.1		—		10.1		—
Total product revenues, net	$3,440.8		$3,076.4		$9,761.6		$8,780.6
(1) Include KALYDECO, ORKAMBI, and SYMDEKO/SYMKEVI.

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

Revenues by Geographic Location

“Product revenues, net” are allocated based on the location of the customer. “Other revenues” are allocated based on the

location of the Vertex entity associated with such revenues. Our “Total revenues” consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
United States	$2,169.1		$1,976.3		$6,001.4		$5,488.0
Outside of the United States
Europe	1,002.6		836.9		2,930.3		2,574.4
Other	269.1		263.2		829.9		748.9
Total revenues outside of the United States	1,271.7		1,100.1		3,760.2		3,323.3
Total revenues	$3,440.8		$3,076.4		$9,761.6		$8,811.3

In the nine months ended September 30, 2025, our “Other revenues” of $30.7 million were attributed to the U.S.

Significant Segment Expenses

Significant segment expenses are set forth in the following table:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(in millions)
Total revenues	$3,440.8		$3,076.4		$9,761.6		$8,811.3
Costs and expenses:
Cost of sales - products	257.2		139.6		635.7		410.7
Cost of sales - royalty	268.9		275.2		772.4		774.6
Research expenses	229.0		210.0		641.3		625.4
Development expenses	1,091.6		767.7		2,634.7		2,310.4
Acquired in-process research and development expenses	40.6		54.5		62.5		76.5
Selling and other commercial expenses	493.9		278.3		1,195.6		784.0
General and administrative expenses	350.2		166.8		724.4		482.1
Intangible asset impairment charge	—		—		—		379.0
Interest income	(118.4)		(125.7)		(360.1)		(369.0)
Other segment items (1)	44.4		11.2		27.0		25.4
Provision for income taxes	129.8		215.9		643.3		550.1
Net income	$653.6		$1,082.9		$2,784.8		$2,762.1

(1)Other segment items included in “Net income” primarily include interest expense, a realized gain related to an

investment in a privately held company in the three and nine months ended September 30, 2026, changes in the fair

value of equity investments and changes in the fair value of contingent consideration.

Additional Segment Information

During the three and nine months ended September 30, 2026 and 2025, we recorded total depreciation and amortization

expense of $69.2 million, $54.0 million, and $181.6 million and $154.1 million, respectively.

O.Additional Balance Sheet & Cash Flow Information

Contract Liabilities

We had contract liabilities of $124.4 million and $171.8 million as of September 30, 2026 and December 31, 2025,

respectively, primarily related to annual contracts with government-owned and supported customers in international markets

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VERTEX PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements (unaudited)

that limit the amount of annual reimbursement we can receive for our CF products. Upon exceeding the annual

reimbursement amount provided by the customer’s contract with us, our CF products are provided free of charge, which is a

material right. These contracts include upfront payments and fees. If we estimate that we will exceed the annual

reimbursement amount under a contract, we defer a portion of the consideration received for shipments made up to the annual

reimbursement limit as a portion of “Other current liabilities.” Once the reimbursement limit has been reached, we recognize

the deferred amount as revenue when we ship the free products. Our CF product revenue contracts include performance

obligations that are one year or less.

Our contract liabilities at the end of each fiscal year relate to contracts with CF annual reimbursement limits in

international markets in which the annual period associated with the contract is not the same as our fiscal year. In these

markets, we recognize revenues related to performance obligations satisfied in previous years; however, these revenues do

not relate to any performance obligations that were satisfied more than 12 months prior to the beginning of the current year.

Operating Lease Assets and Liabilities

In 2023, we entered into a strategic agreement with Lonza to support the manufacture of T1D cell therapy product

candidates. As part of this agreement, we have partnered with Lonza to build a 130,000 square foot dedicated new facility in

New Hampshire, which will be operated by Lonza (the “Lonza Facility”) and is an embedded lease for accounting purposes.

The lease commencement for the Lonza Facility occurred during the first quarter of 2026, upon which we recorded a right-of-

use asset and corresponding lease liability of $95.8 million within each of “Operating lease assets” and “Long-term operating

lease liabilities” on our condensed consolidated balance sheet. In accordance with our policy for embedded leases with

contract manufacturing organizations, we account for the lease component separately from the variable non-lease

components, which we expense as incurred. Payments will continue through the tenth anniversary of the Lonza Facility’s

regulatory approval for commercial production. The lease will automatically renew for additional one-year periods, unless

either we or Lonza provide written notice of intent to not renew. We utilize the initial period as our lease term.

We obtained $68.1 million and $310.8 million of net right-of-use operating lease assets in exchange for a similar amount

of net lease obligations during the nine months ended September 30, 2026 and 2025, respectively. These represent non-cash

operating activities associated with our condensed consolidated statement of cash flows.

Cash, Cash Equivalents and Restricted Cash Presented in Condensed Consolidated Statements of Cash Flows

The cash, cash equivalents and restricted cash at the beginning and end of each period presented in our condensed

consolidated statements of cash flows consisted of the following:

	Nine Months Ended September 30,
	2026				2025
	Beginning of period		End of period		Beginning of period		End of period
	(in millions)
Cash and cash equivalents	$5,084.8		$4,979.3		$4,569.6		$4,939.6
Prepaid expenses and other current assets	3.0		9.3		2.6		8.2
Cash, cash equivalents and restricted cash per condensed consolidated statement of cash flows	$5,087.8		$4,988.6		$4,572.2		$4,947.8

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

We are a global biotechnology company that invests in scientific innovation to create transformative medicines for

people with serious diseases, with a focus on specialty markets. We have eight approved medicines: five that treat the

underlying cause of cystic fibrosis (“CF”), a life-threatening genetic disease, one that treats severe sickle cell disease

(“SCD”) and transfusion dependent beta thalassemia (“TDT”), life shortening inherited blood disorders, one that treats

moderate-to-severe acute pain, and one that treats acromegaly. We are also preparing for the anticipated launch of

povetacicept, a potential treatment for IgA nephropathy (“IgAN”). Our clinical-stage pipeline spans a range of programs

targeting CF, SCD, beta thalassemia, IgAN, neuropathic pain, APOL1-mediated kidney disease, primary membranous

nephropathy, congenital adrenal hyperplasia, adrenocorticotropic hormone-dependent Cushing’s syndrome, autosomal

dominant polycystic kidney disease, type 1 diabetes, generalized myasthenia gravis and myotonic dystrophy type 1, reflecting

our commitment to addressing significant unmet medical needs globally.

Financial Highlights

Total Revenues	In the third quarter of 2026, our total revenues increased to $3.4 billion as compared to $3.1 billion in the third quarter of 2025, primarily due to continued performance of our CF therapies and growth from diversification into additional disease areas.
Cost of Sales	Our cost of sales as a percentage of our net product revenues increased to 15.3% in the third quarter of 2026 as compared to 13.5% in the third quarter of 2025, as a result of changes in product mix and increased intangible asset amortization expense resulting from our acquisition of Crinetics Pharmaceuticals, Inc. (“Crinetics”) in the third quarter of 2026 (the “Crinetics Acquisition”), partially offset by a lower blended royalty rate for our CF medicines.
Total R&D, AIPR&D and SG&A Expenses	Our total research and development (“R&D”), acquired in-process research and development expenses (“AIPR&D”) and selling, general and administrative (“SG&A”) expenses increased to $2.2 billion in the third quarter of 2026 as compared to $1.5 billion in the third quarter of 2025, primarily due to approximately $500.0 million of compensation and transaction expenses associated with the Crinetics Acquisition.
Cash, Cash Equivalents and Marketable Securities	Our total cash, cash equivalents and marketable securities decreased to $9.8 billion as of September 30, 2026 as compared to $12.3 billion as of December 31, 2025 primarily due to $9.0 billion net cash used to acquire Crinetics and repurchases of our common stock pursuant to our share repurchase program, partially offset by $4.5 billion borrowed pursuant to a term loan (the “2026 Term Loan”) executed in the third quarter of 2026 and cash flows provided by our operating activities.

Q3 2025

Q3 2026

December 31, 2025

September 30, 2026

Note: Charts above may not add due to rounding.

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Business Updates

Marketed Products

Cystic Fibrosis

We expect that the number of people with CF taking our medicines will continue to grow through new approvals and

reimbursement agreements, treatment of younger patients, increased survival and expansion into additional geographies.

Recent progress in activities expanding our CF business is included below:

•In the third quarter of 2026, we secured reimbursement for ALYFTREK in seven additional countries, bringing the

total number of countries where ALYFTREK is reimbursed to 32.

Sickle Cell Disease and Beta Thalassemia

•In the third quarter of 2026, we recorded $99.2 million of CASGEVY product revenues, representing a 30% increase

compared to the second quarter of 2026 and a more than 400% increase compared to the third quarter of 2025.

•The U.S. Food and Drug Administration (the “FDA”) approved CASGEVY in children two years of age and older

with SCD or TDT, making it the first genetic therapy for SCD and TDT indicated for children as young as two years

of age. Since approval, multiple children have initiated treatment.

•In October, the United Arab Emirates and Kingdom of Bahrain approved CASGEVY for the treatment of children 2

years of age and older, and the United Kingdom approved CASGEVY for the treatment of children 5 years of age

and older. We have completed regulatory submissions in the Kingdom of Saudi Arabia (“Saudi Arabia”) for the

treatment of children with SCD or TDT.

Acute Pain

•In the third quarter of 2026, more than 750,000 prescriptions were filled for JOURNAVX across the hospital and

retail settings, representing a more than 40% increase compared to the second quarter of 2026 and more than four

times the 170,000 JOURNAVX prescriptions that were filled in the third quarter of 2025.

•In the third quarter of 2026, we recorded $58.3 million of JOURNAVX product revenues, representing an 18%

increase since the second quarter of 2026, and nearly tripling the $19.6 million of JOURNAVX product revenues in

the third quarter of 2025.

Acromegaly

•PALSONIFY (paltusotine) is a first-in-class, small molecule, once-daily oral somatostatin receptor type 2 agonist

approved in the U.S. for the treatment of adults with acromegaly who had an inadequate response to surgery or for

whom surgery is not an option. Acromegaly is a rare and debilitating condition caused by a benign pituitary tumor

that secretes excess growth hormone. There are an estimated 12,000 adults with acromegaly in the U.S. for whom

PALSONIFY is an option.

•We recorded $10.1 million of PALSONIFY revenue in September 2026, following the closing of the Crinetics

Acquisition on September 1, 2026.

•More than 245 million individuals have access to PALSONIFY, representing approximately 80% of U.S. covered

lives.

•An estimated 3,200 endocrinologists treat the majority of people with acromegaly in the U.S. As of the end of the

third quarter of 2026, approximately 500 of those target specialty endocrinologists are prescribing PALSONIFY.

•Among patients starting or switching therapy, PALSONIFY has the leading brand share at more than 40%.

•PALSONIFY was approved in the European Union in April 2026. We expect to begin launches in European markets

in the second half of 2027. The regulatory submission for PALSONIFY in Japan was completed in April 2026, and

the Ministry of Health, Labor and Welfare (the “MHLW”) has granted orphan drug designation in Japan.

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Pipeline

We continue to advance a diversified pipeline of potentially transformative medicines for serious diseases utilizing a

range of modalities. Recent and anticipated progress in activities supporting these efforts is included below:

Cystic Fibrosis

•We have initiated global regulatory submissions for ALYFTREK for the treatment of children with CF two to five

years of age.

Acute and Peripheral Neuropathic Pain

•We expect to complete enrollment in both Phase 3 clinical trials evaluating suzetrigine in diabetic peripheral

neuropathy, a form of peripheral neuropathic pain, by the end of 2026 and expect to share results in mid-2027.

IgA Nephropathy and Other B Cell-Mediated Diseases

•We are developing povetacicept, a dual inhibitor of B cell activating factor (“BAFF”) and a proliferation-inducing

ligand (“APRIL”) cytokines, for multiple diseases. Povetacicept represents a potentially best-in-class approach to

control B cell activity in IgAN.

•The biologics license application for accelerated approval of povetacicept for adults with IgAN is under priority

review by the FDA, with an assigned PDUFA target action date of November 30, 2026. If approved, povetacicept

will become the first commercialized therapy in our emerging nephrology franchise.

•Povetacicept is under review for accelerated approval for adults with IgAN in Saudi Arabia, and the Saudi Food and

Drug Authority has granted Breakthrough designation to povetacicept.

•Povetacicept represents a potentially best-in-class approach to control B cell activity in primary membranous

nephropathy (“pMN”), another B cell-mediated disease. We are enrolling and dosing patients in the Phase 3 portion

of the OLYMPUS Phase 2/3 pivotal trial evaluating povetacicept in people with pMN.

APOL1-Mediated Kidney Disease

•Inaxaplin is our small molecule for the treatment of APOL1-mediated kidney disease (“AMKD”). We have

completed full enrollment in the AMPLITUDE pivotal clinical trial evaluating inaxaplin.

•We are on track to conduct the pre-planned interim analysis for potential U.S. accelerated approval once the interim

analysis cohort has been treated for 48 weeks and to share data from the interim analysis in early 2027.

Rare Endocrine Disorders

•We are developing atumelnant, a once-daily oral adrenocorticotropic hormone (“ACTH”) receptor antagonist, for

the treatment of classic congenital adrenal hyperplasia (“CAH”), which affects approximately 17,000 people in the

U.S. Classic CAH is a rare, chronic, genetic condition in which the adrenal glands are unable to make enough

cortisol. Current therapies force a choice between androgen control and steroid burden, representing a significant

unmet need.

•The Phase 3 clinical trial evaluating atumelnant in adults with CAH is a global, 32-week, randomized, double blind,

placebo-controlled trial of 150 people. Enrollment and dosing are well underway, and we expect to complete

enrollment in the trial in the first quarter of 2027. The FDA, the European Medicines Agency, and the MHLW in

Japan have granted Orphan Drug designation to atumelnant in CAH.

•Atumelnant has demonstrated therapeutic potential in people with ACTH-dependent Cushing’s syndrome, another

serious endocrine disease, which affects more than 10,000 people in the U.S. We have initiated a Phase 2/3 clinical

trial evaluating atumelnant in people with ACTH-dependent Cushing’s syndrome. The FDA has granted Orphan

Drug designation to atumelnant in ACTH-dependent Cushing’s syndrome.

Type 1 Diabetes

•We are enrolling and dosing patients in a Phase 1/2 clinical trial to evaluate the safety and efficacy of VX-017 in

people with type 1 diabetes (“T1D”). VX-017 is an allogeneic, stem cell-derived, fully differentiated islet cell

therapy designed to treat the targeted patient population with T1D regardless of blood type.

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•Given the rapid progress of VX-017, we have decided to focus on accelerating the development of VX-017, which

has the potential to reach more people than zimislecel, which is designed for people with blood types A or A/B only.

We expect to advance VX-017 into pivotal development in 2027. The FDA has granted Fast Track designation to

VX-017.

Investment in External Innovation

•In September, we completed the Crinetics Acquisition as described below.

Our Business Environment

In the first nine months of 2026, our total product revenues came primarily from the sale of our medicines for the

treatment of CF. Our CF strategy involves continuing to develop and obtain approval and reimbursement for treatment

regimens that will provide benefits to all people with CF and increasing the number of people with CF eligible and able to

receive our medicines. Outside of CF, we continue to advance the commercialization of CASGEVY for the treatment of SCD

and TDT, and JOURNAVX for the treatment of acute pain. We added PALSONIFY for the treatment of acromegaly to our

commercial portfolio in the third quarter of 2026 through the Crinetics Acquisition, and we are preparing for a potential

launch of povetacicept for the treatment of IgAN. In addition, we are advancing our pipeline of product candidates for the

treatment of serious diseases outside of CF, SCD, TDT, acute pain, and acromegaly.

Our strategy is to combine transformative advances in the understanding of causal human biology and the science of

therapeutics to discover and develop innovative medicines. This approach includes advancing multiple compounds or

therapies from each program, spanning multiple modalities, into early clinical trials to obtain patient data that can inform

selection of the most promising therapies for later-stage development, as well as to inform discovery and development

efforts. We aim to serially innovate in our disease areas of interest and follow our first-in-class therapies with potential best-

in-class candidates to provide durable clinical and commercial success.

In pursuit of new product candidates and therapies in specialty markets, we invest in research and development. We

believe that pursuing research in diverse areas allows us to balance the risks inherent in product development and may

provide product candidates that will form our pipeline in future years. To supplement our internal research programs, we

acquire technologies and programs and collaborate with biopharmaceutical and technology companies, leading academic

research institutions, government laboratories, foundations and other organizations, as needed, to advance research in our

areas of therapeutic interest and to access technologies needed to execute on our strategy.

Discovery and development of a new pharmaceutical or biological product is a difficult and lengthy process that requires

significant financial resources along with extensive technical and regulatory expertise. Across the industry, most potential

drug or biological products never progress into development, and most products that advance into development never receive

marketing approval. Our investments in product candidates are subject to considerable risks. We closely monitor our research

and development activities, and frequently evaluate our pipeline programs in light of new data and scientific, business and

commercial insights, with the objective of balancing risk and potential. This process can result in rapid changes in focus and

priorities as new information becomes available and as we gain additional understanding of our ongoing programs and

potential new programs, as well as those of our competitors. In addition, our product candidates must satisfy rigorous

standards of safety and efficacy before they can be approved for sale by regulatory authorities. Our analysis of data obtained

from nonclinical and clinical activities is subject to confirmation and interpretation by regulatory authorities, which could

delay, limit or prevent regulatory approval.

Our business also requires ensuring appropriate manufacturing and supply of our products. As we advance our product

candidates through clinical development toward commercialization and market and sell our approved products, we build and

maintain our supply chain and quality assurance resources. We rely on a global network of third parties, including some in

China, and our internal capabilities to manufacture and distribute our products for commercial sale and post-approval clinical

trials and to manufacture and distribute our product candidates for clinical trials. In addition to establishing supply chains for

each newly approved product, we adapt our supply chain for existing products to include additional formulations or to

increase scale of production for existing products as needed. The processes for biological and cell and genetic therapies can

be more complex than those required for small molecule drugs and require additional investments in different systems,

equipment, facilities and expertise. We are focused on ensuring the stability of the supply chains for our current products, as

well as for our pipeline programs.

Sales of our products depend, to a large degree, on the extent to which our products are reimbursed by third-party payors,

such as government health programs, commercial insurance and managed health care organizations. Reimbursement for our

products, including our potential pipeline therapies, cannot be assured and may take significant periods of time to obtain. We

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dedicate substantial management and other resources to obtain and maintain appropriate levels of reimbursement for our

products from third-party payors, including governmental organizations in the U.S. and ex-U.S. markets. In the U.S., we

work with government and commercial payors to obtain and maintain appropriate levels of reimbursement for our medicines.

In ex-U.S. markets, we seek government reimbursement for our medicines on a country-by-country or region-by-region, as

required. This is necessary for each new medicine, as well as for label expansions for our current medicines. We expect to

continue to focus significant resources to expand and maintain reimbursement for our CF medicines, CASGEVY,

JOURNAVX, PALSONIFY, and, ultimately, our pipeline therapies, in U.S. and ex-U.S. markets.

Strategic Transactions

Acquisitions

As part of our business strategy, we seek to license or acquire technologies, products, product candidates and businesses

that are aligned with our corporate and research and development strategies and complement and advance our ongoing

research and development efforts. We have acquired multiple biotechnology companies over the last several years and expect

to continue to identify and evaluate such opportunities. The accounting for an acquisition can vary significantly based on

whether we conclude the relevant transaction represents a business combination or asset acquisition.

In 2024, we acquired Alpine Immune Sciences, Inc. (“Alpine”) and its lead molecule, povetacicept, for approximately

$5.0 billion. Povetacicept, has shown potential to treat multiple diseases or conditions and become a pipeline-in-a-product.

We accounted for the Alpine transaction as an asset acquisition because povetacicept represented substantially all of the fair

value of the gross assets that we acquired. As a result, $4.4 billion of the fair value attributed to povetacicept was expensed as

AIPR&D in 2024.

In September 2026, we acquired Crinetics, a publicly traded biotechnology company focused on discovering,

developing, and commercializing novel therapeutics for endocrine diseases and endocrine-related tumors, for $85.00 per

share in cash, equaling a total equity value of $10.0 billion, or $9.0 billion net of cash, cash equivalents and marketable

securities acquired. We funded the acquisition with our cash and cash equivalents and marketable securities, and $4.5 billion

of proceeds from the 2026 Term Loan. We have accounted for the Crinetics Acquisition as a business combination, which

resulted in $8.1 billion of additional intangible assets, as well as other assets acquired and liabilities assumed, recorded on our

condensed consolidated balance sheet. Please refer to Note C, “Business Combination,” for further information.

Collaboration and In-Licensing Arrangements

We enter into arrangements with third parties, including collaboration and licensing arrangements, for the development,

manufacture and commercialization of products, product candidates and other technologies that have the potential to

complement our ongoing research and development efforts.

We have collaboration agreements with a number of companies, including CRISPR Therapeutics AG (“CRISPR”) and

Entrada Therapeutics, Inc. (“Entrada”).

Generally, when we in-license a technology or product candidate, we make upfront payments to the collaborator, assume

the costs of the program and/or agree to make contingent payments, which could consist of milestone, royalty and option

payments. Most of these collaboration payments are expensed as AIPR&D because they were primarily attributable to

acquired in-process research and development for which there was no alternative future use. However, depending on many

factors, including the structure of the collaboration, the stage of development of the acquired technology, the significance of

the in-licensed product candidate to the collaborator’s operations and the other activities in which our collaborators are

engaged, the accounting for these transactions can vary significantly. We expect to continue to identify and evaluate

collaboration and licensing opportunities that may be similar to or different from the collaborations and licenses that we have

engaged in previously.

Acquired In-Process Research and Development Expenses

In the first nine months of 2026 and 2025, our AIPR&D included $62.5 million and $76.5 million, respectively, related

to upfront, contingent milestone, or other payments pursuant to our business development transactions, including the asset

acquisitions, collaborations, and licenses of third-party technologies described above. Please refer to Note B, “Collaboration,

License and Other Arrangements,” for further information regarding our asset acquisitions, collaborations and in-license

agreements.

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Out-licensing Arrangements

We also have out-licensed certain development programs to collaborators who are leading the development or

commercialization of these programs, either globally or within certain geographic regions.

In January 2025 and June 2025, we entered into agreements with Zai Lab Limited (“Zai”) and Ono Pharmaceuticals Co.,

Ltd (“Ono”), respectively, for the development and commercialization of povetacicept in various Asian markets. Zai licensed

povetacicept for mainland China, Hong Kong SAR, Macau SAR, Taiwan region and Singapore, while Ono licensed

povetacicept for Japan and South Korea. Zai and Ono will help advance povetacicept clinical trials, and will be responsible

for obtaining marketing authorizations and commercialization activities, if povetacicept becomes an approved product, in

their licensed territories. We are eligible to receive certain future milestone payments and tiered royalties on future net sales

of povetacicept in these regions.

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RESULTS OF OPERATIONS

Total Revenues

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Change		2026		2025		Change
	(in millions, except percentages)
TRIKAFTA/KAFTRIO	$2,436.9		$2,653.6		(8)%		$7,288.8		$7,740.2		(6)%
ALYFTREK	705.8		247.0		186%		1,703.8		457.7		272%
Other CF product revenues (1)	130.5		139.3		(6)%		403.5		488.3		(17)%
Total CF product revenues, net	3,273.2		3,039.9		8%		9,396.1		8,686.2		8%
CASGEVY	99.2		16.9		487%		218.5		61.5		255%
JOURNAVX	58.3		19.6		197%		136.9		32.9		316%
PALSONIFY	10.1		—		**		10.1		—		**
Product revenues, net	3,440.8		3,076.4		12%		9,761.6		8,780.6		11%
Other revenues	—		—		**		—		30.7		**
Total revenues	$3,440.8		$3,076.4		12%		$9,761.6		$8,811.3		11%
(1) Include KALYDECO, ORKAMBI and SYMDEKO/SYMKEVI.							** Not meaningful

Product Revenues, Net

In the third quarter and first nine months of 2026, our net product revenues increased 12% and 11%, as compared to the

third quarter and first nine months of 2025, respectively, primarily due to continued performance of our CF therapies and

growth from diversification into additional disease areas.

Other Revenues

Other revenues were $30.7 million in the nine months ended September 30, 2025, which included $20.6 million and

$10.0 million related to upfront payments received from our collaboration agreements with Ono Pharmaceuticals Co., Ltd.

and Zai Lab Limited, respectively, in the first half of 2025.

Total Revenues by Geographic Location

Our total revenues from the U.S. and from ex-U.S. markets were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Change		2026		2025		Change
	(in millions, except percentages)
United States	$2,169.1		$1,976.3		10%		$6,001.4		$5,488.0		9%
ex-U.S.	1,271.7		1,100.1		16%		3,760.2		3,323.3		13%
Total revenues	$3,440.8		$3,076.4		12%		$9,761.6		$8,811.3		11%

In the third quarter and first nine months of 2026, our U.S. total revenues increased 10% and 9%, as compared to the

third quarter and first nine months of 2025, respectively, primarily due to continued strong patient demand, including from

new initiations of ALYFTREK, and higher realized net prices in CF, and contributions from CASGEVY, JOURNAVX and

PALSONIFY.

In the third quarter and first nine months of 2026, our ex-U.S. total revenues increased 16% and 13%, as compared to the

third quarter and first nine months of 2025, respectively, primarily due to strong CF performance across multiple

geographies, including ALYFTREK uptake, increased CASGEVY product revenues, and favorable impacts from foreign

exchange.

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Operating Costs and Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Change		2026		2025		Change
	(in millions, except percentages)
Cost of sales	$526.1		$414.8		27%		$1,408.1		$1,185.3		19%
Research and development expenses	1,320.6		977.7		35%		3,276.0		2,935.8		12%
Acquired in-process research and development expenses	40.6		54.5		(26)%		62.5		76.5		(18)%
Selling, general and administrative expenses	844.1		445.1		90%		1,920.0		1,266.1		52%
Intangible asset impairment charge	—		—		**		—		379.0		**
Change in fair value of contingent consideration	(3.5)		(1.9)		**		(2.9)		1.2		**
Total costs and expenses	$2,727.9		$1,890.2		44%		$6,663.7		$5,843.9		14%
							** Not meaningful

Cost of Sales

Our cost of sales primarily consists of third-party royalties payable on net sales of our CF products as well as the cost of

producing inventories. In the third quarter and first nine months of 2026, our cost of sales also included $15.3 million of

PALSONIFY intangible asset amortization expense and $5.4 million of PALSONIFY acquired inventory step-up expense

related to the month of September. In future quarters, the amount of intangible asset amortization expense and acquired

inventory step-up expenses will increase.

Our cost of sales as a percentage of our net product revenues increased to 15.3% and 14.4% in the third quarter and first

nine months of 2026, respectively, as compared to 13.5% in each of the third quarter and first nine months of 2025, as a result

of changes in product mix and the intangible asset amortization and acquired inventory step-up expense described above,

partially offset by a lower blended royalty rate for our CF medicines.

Pursuant to our agreement (the “CFF Agreement”) with the Cystic Fibrosis Foundation (the “CFF”), our tiered third-

party royalties on sales of ALYFTREK, TRIKAFTA/KAFTRIO, SYMDEKO/SYMKEVI, KALYDECO, and ORKAMBI,

calculated as a percentage of net sales, range from the single digits to the sub-teens, with lower royalties on sales of

ALYFTREK and TRIKAFTA/KAFTRIO than for our other products. The royalty burden associated with TRIKAFTA/

KAFTRIO is 9.33%, and our position is that the royalty burden associated with ALYFTREK is 4%. On October 10, 2025,

Royalty Pharma plc (“RP”), the third party to whom the CFF assigned its rights (and the CFF, which remains a party to the

CFF Agreement), initiated a confidential arbitration alleging the royalty burden on ALYFTREK is approximately 8%. RP is

seeking a declaratory judgment regarding the royalty burden on ALYFTREK as well as alleged unpaid royalties and other

alleged damages available under the CFF Agreement or applicable law, costs, expenses, attorneys’ fees, and interest. We

believe RP’s position is contrary to the plain terms of the CFF Agreement and intend to vigorously defend our position under

the CFF Agreement.

Research and Development Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Change		2026		2025		Change
	(in millions, except percentages)
Research expenses	$229.0		$210.0		9%		$641.3		$625.4		3%
Development expenses	1,091.6		767.7		42%		2,634.7		2,310.4		14%
Total research and development expenses	$1,320.6		$977.7		35%		$3,276.0		$2,935.8		12%

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Research Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Change		2026		2025		Change
	(in millions, except percentages)
Research Expenses:
Salary and benefits	$52.0		$49.6		5%		$158.5		$155.8		2%
Stock-based compensation expense	19.5		28.0		(30)%		61.9		72.8		(15)%
Compensation expense for cash-settled unvested Crinetics equity awards	30.2		—		**		30.2		—		**
Outsourced services and other direct expenses	63.3		72.2		(12)%		201.1		216.3		(7)%
Infrastructure costs	64.0		60.2		6%		189.6		180.5		5%
Total research expenses	$229.0		$210.0		9%		$641.3		$625.4		3%
							** Not meaningful

Our research expenses include investment in our pipeline, including our cell and genetic therapy capabilities. Our

research expenses increased in the third quarter and first nine months of 2026 as compared to the third quarter and first nine

months of 2025, primarily due to compensation expense associated with cash-settled unvested equity awards related to the

Crinetics Acquisition. We expect to continue to invest in our research programs with a focus on creating transformative

medicines for serious diseases.

Development Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Change		2026		2025		Change
	(in millions, except percentages)
Development Expenses:
Salary and benefits	$222.2		$182.2		22%		$628.9		$565.4		11%
Stock-based compensation expense	82.5		88.0		(6)%		246.2		242.9		1%
Compensation expense for cash-settled unvested Crinetics equity awards	235.3		—		**		235.3		—		**
Outsourced services and other direct expenses	409.2		364.7		12%		1,103.1		1,116.9		(1)%
Infrastructure costs	142.4		132.8		7%		421.2		385.2		9%
Total development expenses	$1,091.6		$767.7		42%		$2,634.7		$2,310.4		14%
							** Not meaningful

Our development expenses increased by 42% and 14% in the third quarter and first nine months of 2026 as compared to

the third quarter and first nine months of 2025, respectively, primarily due to $235.3 million of compensation expense

associated with cash-settled unvested equity awards related to the Crinetics Acquisition, which we recorded in the third

quarter of 2026, and increased outsourced services and other direct expenses. Our outsourced services and other direct

expenses were lower as compared to the first nine months of 2025 due to the discontinuation of certain clinical programs

during 2025.

As we have advanced our pipeline, we have invested in internal headcount and infrastructure to support multiple mid-

and late-stage clinical development programs, including our povetacicept, T1D, peripheral neuropathic pain and AMKD

programs. We expect to continue to invest in these programs, launch new products and advance our pipeline going forward.

Our research and development expenses include internal and external costs incurred for research and development of our

products and product candidates. We assign external costs of services provided to us by clinical research organizations and

other outsourced research by individual program. Our internal costs include salary and benefits, stock-based compensation

expense, laboratory supplies and other direct expenses and infrastructure costs, the majority of which are not assigned to

individual products or product candidates. Our stock-based compensation expenses, including those recorded as research and

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development expenses, have historically fluctuated and are expected to continue to fluctuate from one period to another

primarily due to changes in the probability of achieving milestones associated with our performance-based awards.

Acquired In-Process Research and Development Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Change		2026		2025		Change
	(in millions, except percentages)
Acquired in-process research and development expenses	$40.6		$54.5		(26)%		$62.5		$76.5		(18)%

AIPR&D in the third quarter and first nine months of 2026 and 2025 included various upfront and milestone payments

related to our collaboration and in-licensing arrangements. Our AIPR&D has historically fluctuated, and is expected to

continue to fluctuate, from one period to another due to upfront, contingent milestone, and other payments pursuant to our

existing and future business development transactions, including collaborations, licenses of third-party technologies, and

asset acquisitions.

Selling, General and Administrative Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		Change		2026		2025		Change
	(in millions, except percentages)
Selling, general and administrative expenses	$844.1		$445.1		90%		$1,920.0		$1,266.1		52%

In the third quarter and first nine months of 2026, our selling, general and administrative expenses increased by 90% and

52% as compared to the third quarter and first nine months of 2025, respectively, primarily due to a total of $203.0 million of

compensation expense for cash-settled unvested equity awards and transaction costs related to the Crinetics Acquisition in the

third quarter of 2026, increased internal headcount and commercial investment to support JOURNAVX and the anticipated

launch of povetacicept in IgAN. We expect to continue to invest in our commercialization capabilities in support of our

current and future product launches.

Intangible Asset Impairment Charge

In the first quarter of 2025, based on results from a Phase 1/2 clinical trial evaluating our VX-264 clinical program in

patients with T1D, we concluded that VX-264 will not be advancing further in clinical development. Based on this event, we

performed an interim impairment test on the fair value of our VX-264 indefinite-lived in-process research and development

asset. As a result, we recorded a full intangible asset impairment charge of $379.0 million associated with VX-264 in the first

quarter of 2025.

Non-Operating Income (Expense), Net

Interest Income

Our interest income decreased to $118.4 million in the third quarter of 2026 as compared to $125.7 million in the third

quarter of 2025, primarily due to reduced cash, cash equivalents and marketable securities following the Crinetics Acquisition

and decreased market rates. Our interest income decreased to $360.1 million in the first nine months of 2026 as compared to

$369.0 million in the first nine months of 2025, primarily due to decreased market rates partially offset by increased overall

cash, cash equivalents and marketable securities. We expect our future interest income to decrease as a result of our

decreased cash, cash equivalents and marketable securities following the Crinetics acquisition.

Interest Expense

Our interest expense increased to $36.0 million and $42.3 million in the third quarter and first nine months of 2026,

respectively, as compared to our interest expense of $3.3 million and $10.0 million in the third quarter and first nine months

of 2025, respectively, due to $4.5 billion that we borrowed on September 1, 2026 pursuant to the 2026 Term Loan and fees

associated with a debt commitment letter that preceded the 2026 Term Loan. Due to the amount that we borrowed in

September 2026, we expect our future interest expense to increase.

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Other Income (Expense), Net

Other income (expense), net was expense of $11.9 million and income of $12.4 million in the third quarter and first nine

months of 2026, respectively, and were expenses of $9.8 million and $14.2 million in the third quarter and first nine months

of 2025, respectively. Our other income (expense), net in the third quarter and first nine months of 2026 was primarily due to

a realized gain associated with one of our strategic investments partially offset by realized losses on marketable securities

sales. Our other income (expense), net in the third quarter and first nine months of 2025 was primarily due to net unrealized

and realized gains and losses resulting from changes in the fair value of certain of our strategic equity investments and net

foreign currency exchange gains and losses.

Income Taxes

Our effective tax rate fluctuates from period to period due to the global nature of our operations. The factors that most

significantly impact our effective tax rate include changes in tax laws, excess tax benefits related to stock-based

compensation, variability in the amount and allocation of our taxable earnings among multiple jurisdictions, the amount and

characterization of our research and development expenses, the levels of certain deductions and credits, adjustments to the

value of our uncertain tax positions, acquisitions and third-party collaboration and licensing transactions.

Our effective tax rate of 18.8% in the first nine months of 2026 was lower than the U.S. statutory rate, primarily due to a

benefit from a research and development tax credit study that was completed in the third quarter of 2026, and excess tax

benefits related to stock-based compensation. Our effective tax rate of 16.6% in the first nine months of 2025 was lower than

the U.S. statutory rate, primarily due to a benefit from a research and development tax credit study that was completed in the

third quarter of 2025, excess tax benefits related to stock-based compensation, and increased utilization of foreign tax credits,

partially offset by changes in uncertain tax positions.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes the components of our financial condition as of September 30, 2026 and December 31,

2025:

	As of September 30, 2026		As of December 31, 2025		Change
	(in millions, except percentages)
Cash, cash equivalents and marketable securities:
Cash and cash equivalents	$4,979.3		$5,084.8
Marketable securities	1,324.0		1,523.3
Long-term marketable securities	3,517.9		5,712.3
Total cash, cash equivalents and marketable securities	$9,821.2		$12,320.4		(20)%
Working Capital:
Total current assets	$11,686.3		$11,201.0		4%
Total current liabilities	(5,000.3)		(3,861.2)		30%
Total working capital	$6,686.0		$7,339.8		(9)%

Working Capital

As of September 30, 2026, total working capital was $6.7 billion, which represented a decrease of $653.8 million, or 9%,

compared to December 31, 2025, primarily due to $1.0 billion of short-term debt related to the 2026 Term Loan and

decreased cash, cash equivalents and short-term marketable securities following the Crinetics Acquisition, partially offset by

increased inventories as a result of the Crinetics Acquisition.

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Cash Flows

	Nine Months Ended September 30,
	2026		2025
	(in millions)
Net cash provided by (used in):
Operating activities	$3,196.6		$3,133.4
Investing activities	$(6,578.3)		$(657.3)
Financing activities	$3,331.4		$(2,184.1)

Operating Activities

Cash provided by operating activities increased to $3.2 billion in the first nine months of 2026, as compared to $3.1

billion in the first nine months of 2025, primarily due to less cash used for income taxes and inventory purchases, partially

offset by increased cash used to satisfy product revenue accruals.

Investing Activities

Cash used in investing activities was $6.6 billion in the first nine months of 2026, primarily related to $9.1 billion paid to

acquire Crinetics, net of cash and cash equivalents acquired, partially offset by $2.8 billion net sales and maturities of

available-for-sale debt securities. Cash used in investing activities was $657.3 million in the first nine months of 2025,

primarily related to net purchases of available-for-sale debt securities and purchases of property and equipment.

Financing Activities

Cash provided by financing activities was $3.3 billion in the first nine months of 2026, primarily due to $4.5 billion we

borrowed pursuant to our 2026 Term Loan partially offset by repurchases of our common stock pursuant to our share

repurchase programs. Cash used in financing activities was $2.2 billion in the first nine months of 2025, primarily related to

repurchases of our common stock pursuant to our share repurchase programs and payments in connection with common stock

withheld for employee tax obligations.

Sources and Uses of Liquidity

We intend to rely on our existing cash, cash equivalents and current marketable securities together with our operating

profitability as our primary source of liquidity. We expect that cash flows from our product sales together with our cash, cash

equivalents and current marketable securities will be sufficient to fund our operations for at least the next twelve months.

The adequacy of our available funds to meet our future operating and capital requirements will depend on many factors,

including our future sales of currently marketed products, and the potential introduction of one or more new product

candidates to the market, our business development activities, and the number, breadth and cost of our research and

development programs.

Credit Facilities & Financing Strategy

In July 2026, we entered into the $4.5 billion 2026 Term Loan to finance a portion of the Crinetics Acquisition. We

borrowed the entire $4.5 billion in September 2026. Amounts due under the 2026 Term Loan are described below and can be

prepaid without penalty. We may also borrow up to a total of $500.0 million pursuant to a revolving credit facility that we

entered into in July 2026 (the “2026 Revolver”) and could repay and reborrow amounts under this revolving credit agreement

without penalty. Subject to certain conditions, we could request that the borrowing capacity be increased by an additional

$500.0 million, for a total of $1.0 billion. Covenants in the 2026 Term Loan and the 2026 Revolver could prohibit or limit

our ability to access these sources of liquidity.

Future Capital Requirements

We have significant future capital requirements, including:

•We are required to repay the $4.5 billion that we borrowed under the 2026 Term Loan as follows: $1.0 billion in

August 2027, $1.0 billion in September 2028, and $2.5 billion in August 2029.

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•Expected operating expenses to conduct research and development activities, manufacture and commercialize our

existing and future products, and to operate our organization.

•Cash that we pay for income taxes.

•Royalties we pay related to sales of our CF products.

•Facility, operating and finance lease obligations.

•Firm purchase obligations related to our supply and manufacturing processes.

In addition, other potential significant future capital requirements may include:

•We have entered into certain agreements with third parties that include the funding of certain research, development,

manufacturing and commercialization efforts. Certain of our transactions, including collaborations, licensing

arrangements, and asset acquisitions, include the potential for future milestone and royalty payments by us upon the

achievement of pre-established developmental and regulatory targets and/or commercial targets. Other transactions

include the potential for future lease-related expenses and other costs. Our obligation to fund these research and

development and commercialization efforts and to pay these potential milestones, expenses and royalties is

contingent upon continued involvement in the programs and/or the lack of any adverse events that could cause their

discontinuance. We may enter into additional agreements, including acquisitions, collaborations, licensing

arrangements and equity investments, which require additional capital.

•To the extent we borrow amounts under the 2026 Revolver, we would be required to repay any outstanding principal

amounts in July 2031.

•As of September 30, 2026, we had $2.5 billion remaining available under the share repurchase program that our

Board of Directors authorized in May 2025. The program does not have an expiration date and can be discontinued

at any time. We expect to fund the program through a combination of cash on hand and cash generated by

operations.

Other than the amounts borrowed under the 2026 Term Loan, there have not been any material changes to our future

capital requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed

with the Securities and Exchange Commission, or SEC, on February 13, 2026.

We may also raise additional capital by borrowing under credit agreements, through public offerings or private

placements of our securities, or securing new collaborative agreements or other methods of financing. We will continue to

manage our capital structure and will consider all financing opportunities, whenever they may occur, that could strengthen

our long-term liquidity profile. There can be no assurance that any such financing opportunities will be available on

acceptable terms, if at all.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our condensed

consolidated financial statements prepared in accordance with generally accepted accounting principles in the U.S. The

preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported

amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated

financial statements and the reported amounts of revenues and expenses during the reported periods. These items are

monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates

could occur in the future. Changes in estimates are reflected in reported results for the period in which the change occurs. We

base our estimates on historical experience and various other assumptions that we believe to be reasonable under the

circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be

substantially accurate. During the nine months ended September 30, 2026, there were no material changes to our critical

accounting policies as reported in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed

with the SEC on February 13, 2026.

RECENT ACCOUNTING PRONOUNCEMENTS

For a discussion of recent accounting pronouncements, please refer to Note A, “Basis of Presentation and Accounting

Policies.”

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

Other than the update below, information required by this item is incorporated by reference from the discussion in Part

II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year

ended December 31, 2025, which was filed with the SEC on February 13, 2026.

In the third quarter of 2026, we entered into the 2026 Term Loan and 2026 Revolver described in Note M,

“Commitments and Contingencies.” Loans under these agreements bear interest, at our option, at a base rate or a SOFR-based

rate, in each case, plus an applicable margin based on our consolidated leverage ratio. We do not believe that changes in

interest rates related to the 2026 Term Loan or 2026 Revolver would have a material effect on our consolidated financial

statements, and we do not currently use hedge instruments to manage our exposure to these interest rate changes. As of

September 30, 2026, we had $4.5 billion outstanding under the 2026 Term Loan that we borrowed on September 1, 2026 and

no principal or interest outstanding under the 2026 Revolver. For amounts borrowed under the 2026 Term Loan, we estimate

that a 1% unfavorable change in interest rates would result in a $45.0 million increase in our interest expense for the first year

subsequent to September 1, 2026, with declining exposure thereafter.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management (under the supervision and with the participation of our chief executive officer and chief financial

officer), after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly

Report on Form 10-Q, has concluded that, based on such evaluation, as of September 30, 2026 our disclosure controls and

procedures were effective and designed to provide reasonable assurance that the information required to be disclosed is

recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. In designing

and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no

matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives,

and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

Changes in Internal Controls Over Financial Reporting

On September 1, 2026, we completed the Crinetics Acquisition, which was accounted for as a business combination. As

a result, Crinetics operations have been included in our condensed consolidated statements of income since September 1,

2026.

While we are currently in the process of evaluating and integrating Crinetics' historical internal controls over financial

reporting with ours, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)

under the Securities Exchange Act of 1934, as amended) occurred during the three months ended September 30, 2026 that

have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  Other Information

Item 1.  Legal Proceedings

Other than as described in Part I—Note M, “Commitments and Contingencies,” to our condensed consolidated financial

statements, we are not currently subject to any material legal proceedings.

Item 1A.  Risk Factors

The information presented below supplements the risk factors set forth in Part I, Item 1A. “Risk Factors” of our Annual

Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 13, 2026.

We may be unable to successfully integrate Crinetics’ business, or realize the potential commercial benefits of the

strategic acquisition, which could adversely affect our business and financial condition.

Our inability to successfully integrate the Crinetics business could have a material adverse effect on our business. Our

realization of the value from the Crinetics Acquisition relies on successful integration of its operations. We may not be able

to integrate Crinetics’ business successfully into our existing business, make Crinetics’ business profitable, retain key

employees or realize anticipated cost savings or synergies, if any, from the acquisition, which could adversely affect our

business and financial condition. Further, our ongoing business may be disrupted, and our management's attention may be

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diverted by integration activities. In addition, the anticipated benefits of the Crinetics Acquisition depend on revenues from

PALSONIFY and the commercial potential of atumelnant. If PALSONIFY does not achieve the sales, market acceptance, or

other commercial performance we expect, if development of atumelnant is delayed or terminated, or if we fail to obtain

approval or fail to successfully commercialize atumelnant, we may not realize the expected revenue growth or income

contribution from these assets on the anticipated timeline, or at all, which could adversely affect our business and financial

condition.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and, in particular, our Management’s Discussion and Analysis of Financial

Condition and Results of Operations set forth in Part I, Item 2, contain a number of forward-looking statements. Forward-

looking statements are not purely historical and may be accompanied by words such as “anticipates,” “may,” “forecasts,”

“expects,” “intends,” “plans,” “potentially,” “believes,” “seeks,” “estimates,” and other words and terms of similar meaning.

Such statements may relate to:

•our financial performance, including revenues, costs and expenses, taxes, and other gains and losses;

•product development, including our development timelines, timing of data from our ongoing and planned clinical

trials, regulatory authority filings and other submissions for our therapies, including the potential to file for

accelerated approvals, and communications with regulatory authorities, including our expectations regarding the

FDA’s review of our biologics license application for accelerated approval of povetacicept with an assigned PDUFA

target action date of November 30, 2026;

•our ability to continue to grow our CF business by increasing the number of people with CF eligible and able to

receive our medicines through new approvals, label extensions and reimbursement agreements, treatment of younger

patients, increased survival, and expansion into additional geographies;

•our ability to continue to launch, commercialize and market our products, including the anticipated launch of

povetacicept for the treatment of IgAN, and our ability to obtain label expansions for existing therapies;

•our ability to obtain and maintain adequate coverage, pricing, and reimbursement from third-party payors for our

products;

•the data that will be generated by ongoing and planned clinical trials, preclinical and nonclinical studies, and the

ability to use that data to advance compounds, continue development or support regulatory filings, or accelerate

regulatory approval;

•our plans to continue investing in our research and development programs, including anticipated timelines for our

programs, and our strategy to develop our pipeline programs, alone or with third party-collaborators;

•our ability to use our research programs to identify and develop new product candidates to address serious diseases

and significant unmet medical needs;

•our beliefs regarding the approximate patient populations for the disease areas on which we focus;

•our expectations regarding Crinetics’ business and operations, the commercial potential of PALSONIFY and the

anticipated potential of atumelnant, and that Crinetics will contribute to the diversity of our pipeline and support our

long-term growth objectives;

•plans for and prospects of our business development activities, including the potential benefits and therapeutic scope

of our collaborations, our ability to integrate and continue operations of acquired businesses, and our ability to

successfully capitalize on these opportunities;

•the establishment, development and maintenance of collaborative relationships, including potential milestone

payments or other obligations, and other potential business development activities, including the identification of

potential collaborative partners or acquisition targets;

•our plans to maintain and expand our global supply chains and manufacturing infrastructure and capabilities,

including for biologics, cell and gene therapies;

•our ability to expand and protect our intellectual property portfolio and otherwise maintain exclusive rights to

products;

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•our expectations or beliefs regarding any legal proceedings in which we are involved, including any litigation,

arbitration or other similar proceedings involving our products, product candidates or activities;

•potential fluctuations in foreign currency exchange rates and the effectiveness of our foreign currency management

program;

•our expectations regarding cash generated by operations, our cash balance, cost of sales, interest income and interest

expenses;

•our expectations regarding our provision for or benefit from income taxes and the utilization of our deferred tax

assets; and

•our liquidity and our expectations regarding the possibility of raising additional capital.

Forward-looking statements are subject to certain risks, uncertainties, or other factors that are difficult to predict and

could cause actual events or results to differ materially from those indicated in any such statements. These risks,

uncertainties, and other factors include, but are not limited to, those described in our “Risk Factors” in Item 1A of our Annual

Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 13, 2026, and those

described from time to time in our future reports filed with the Securities and Exchange Commission.

Any such forward-looking statements are made on the basis of our views and assumptions as of the date of the filing and

are not estimates of future performance. Except as required by law, we undertake no obligation to publicly update any

forward-looking statements. The reader is cautioned not to place undue reliance on any such statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Repurchases of Equity Securities

In May 2025, our Board of Directors authorized a share repurchase program (our “Share Repurchase Program”),

pursuant to which we were authorized to repurchase up to $4.0 billion of our common stock. The Share Repurchase Program

does not have an expiration date and can be discontinued at any time.

The table set forth below shows repurchases of securities by us during the three months ended September 30, 2026 under

our Share Repurchase Program.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1)
July 1, 2026 to July 31, 2026	218,272		$487.40		218,272		$2,475,622,739
August 1, 2026 to August 31, 2026	32,271		$477.67		32,271		$2,460,207,936
September 1, 2026 to September 30, 2026	—		$—		—		$2,460,207,936
Total	250,543		$486.15		250,543		$2,460,207,936

(1)  Under our Share Repurchase Program, we are authorized to purchase shares from time to time through open market or privately

negotiated transactions. Such purchases may be pursuant to Rule 10b5-1 plans or other means as determined by our management and

in accordance with the requirements of the Securities and Exchange Commission.

Item 5. Other Information

Rule 10b5-1 Trading Plans

Our policy governing transactions in our securities by our directors, officers, and employees permits our officers,

directors and employees to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934,

as amended. The following table describes the written plans for the sale of our securities adopted by our directors and officers

(as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) during the third quarter of 2026, each of which is

intended to satisfy the affirmative defense conditions of Rule 10b5-1 (each, a “Trading Plan”). Other than as described in the

table below, none of our directors or officers adopted, modified or terminated a Trading Plan in the third quarter of 2026.

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Name and Title		Date of Adoption of Trading Plan		Scheduled Expiration Date of Trading Plan (1)		Maximum Shares Subject to Trading Plan
Kristen Ambrose SVP, Chief Accounting Officer		8/06/2026		4/30/2027			5,422(2)
Sangeeta Bhatia Director		8/13/2026		7/30/2027			1,189
Carmen Bozic EVP, Global Medicines Development and Medical Affairs, and Chief Medical Officer		8/06/2026		7/30/2027			16,915(2)
Alan Garber Director		8/27/2026		7/30/2027			5,320
Reshma Kewalramani Chief Executive Officer and President, Director		8/5/2026		12/1/2027			47,800
Jeffrey Leiden Executive Chairman		8/5/2026		11/4/2027			18,411
Joy Liu EVP, Chief Legal Officer		8/21/2026		5/3/2027			20,764(2)
Bruce Sachs Director		8/26/2026		7/20/2027			9,888
Nancy Thornberry Director		8/15/2026		7/30/2027			2,571
Charles F. Wagner, Jr. EVP, Chief Operating & Financial Officer		8/10/2026		7/30/2027			15,286
(1) A Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan.
(2) The maximum shares listed has not been reduced by the number of shares of common stock that will be withheld to satisfy tax withholding obligations at future vesting dates because such number of shares is not yet determinable.

Principal Accounting Officer

On October 30, 2026, the Company appointed Jonathan Oppenheim, our Vice President, Corporate Controller, as our

principal accounting officer, effective on February 15, 2027 (the “Effective Date”). On the Effective Date, Kristen Ambrose

will be appointed Senior Vice President, Global Business Operations and Transformation and will cease serving as our

principal accounting officer.

Jonathan Oppenheim, 56, has been our Vice President, Corporate Controller since August 2020. Mr. Oppenheim

previously served as Controller, US Business Unit at Takeda Pharmaceutical Company, a global biopharmaceutical company,

from January 2019 to August 2020. Prior to that, he served as Senior Director, Assistant Corporate Controller at Shire plc, a

biotechnology company, from November 2015 to January 2019, and Director, Technical Accounting at Thermo Fisher

Scientific Inc., a life sciences and clinical research company, from May 2010 to November 2015. Mr. Oppenheim received

his B.S. in Accounting from the University of Massachusetts Dartmouth and is a Certified Public Accountant.

There are no transactions involving the Company and Mr. Oppenheim that the Company would be required to report

pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Oppenheim and any other

person pursuant to which Mr. Oppenheim was appointed as principal accounting officer.

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Item 6.Exhibits

Exhibit Number	Exhibit Description
10.1	Revolving Credit Agreement, dated as of July 30, 2026, by and among Vertex Pharmaceuticals Incorporated, Bank of America, N.A., and other lenders party thereto.
10.2	Term Loan Agreement, dated as of July 30, 2026, by and among Vertex Pharmaceuticals Incorporated, Bank of America, N.A., and other lenders party thereto.
10.3	Employment Agreement, dated as of August 31, 2026, by and between Vertex Pharmaceuticals Incorporated and Jonathan Poole.*
10.4	Change of Control Agreement, dated as of August 31, 2026, between Vertex Pharmaceuticals Incorporated and Jonathan Poole.*
31.1	Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer and the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation
101.DEF	XBRL Taxonomy Extension Definition
104	Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*	Management contract, compensatory plan or agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned thereunto duly authorized.

	Vertex Pharmaceuticals Incorporated
November 3, 2026	By:	/s/ Charles F. Wagner, Jr.
		Charles F. Wagner, Jr.
		Executive Vice President, Chief Operating & Financial Officer (principal financial officer and duly authorized officer)