Vertex (VRTX) EVP uses 1,127 shares to cover equity tax withholding

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive reports tax-withholding share disposition. EVP and Chief Commercial Officer McKechnie Duncan transferred 1,127 shares of Vertex common stock on February 10, 2026 in a tax-withholding disposition priced at $468.41 per share, used to cover tax obligations related to equity compensation.

After this transaction, Duncan directly beneficially owned 21,811 shares of Vertex common stock. The transaction is coded "F," indicating payment of an exercise price or tax liability by delivering already-owned securities rather than an open-market sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McKechnie Duncan

(Last) (First) (Middle)

C/O VERTEX PHARMACEUTICALS INCORPORATED

50 NORTHERN AVENUE

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERTEX PHARMACEUTICALS INC / MA [ VRTX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		F		1,127	D	$468.41	21,811	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Vertex (VRTX) report for McKechnie Duncan?

Vertex reported that EVP and Chief Commercial Officer McKechnie Duncan disposed of 1,127 shares of common stock in a tax-withholding transaction. This Form 4 event reflects shares delivered to cover tax obligations, not an open-market purchase or sale.

Was the Vertex (VRTX) insider transaction a stock sale on the open market?

No, the transaction was not an open-market sale. It was coded "F," meaning shares were delivered to pay an exercise price or tax liability. This type of disposition typically occurs automatically in connection with equity compensation.

How many Vertex (VRTX) shares did McKechnie Duncan use for tax withholding?

McKechnie Duncan used 1,127 shares of Vertex common stock for tax withholding. The shares were valued at $468.41 per share, reflecting a disposition to satisfy tax obligations arising from equity awards rather than a discretionary stock trade.

How many Vertex (VRTX) shares does McKechnie Duncan own after the transaction?

After the reported tax-withholding disposition, McKechnie Duncan directly beneficially owned 21,811 shares of Vertex common stock. This remaining holding reflects ownership following the 1,127-share transfer used to pay tax liabilities tied to compensation.

What does transaction code "F" mean in the Vertex (VRTX) Form 4 filing?

Transaction code "F" indicates payment of an exercise price or tax liability by delivering securities. In this Vertex filing, it shows that McKechnie Duncan’s 1,127 shares were used to cover taxes related to equity compensation, not sold in the open market.

What role does McKechnie Duncan hold at Vertex (VRTX) in this Form 4?

McKechnie Duncan is listed as EVP, Chief Commercial Officer of Vertex. The Form 4 identifies this officer role while reporting the tax-withholding transaction involving 1,127 shares of common stock and the remaining directly owned 21,811 shares.