STOCK TITAN

Vertex (VRTX) director reports stock grant and 796-share deferral

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vertex Pharmaceuticals director Diana McKenzie reported routine equity compensation and a deferral election involving company stock. She received a grant of 943 shares of common stock at no cost as a restricted stock unit award that will vest based on the grant terms.

Upon vesting of earlier restricted stock units granted on May 1, 2025, she chose to defer 796 shares of common stock into 796 deferred stock units under Vertex’s deferred compensation plan. This is recorded as a disposition of 796 common shares back to the issuer in exchange for an equal number of deferred stock units.

Each deferred stock unit represents one share of common stock and will be paid in stock upon the earliest of her board service ending, a change of control, or her disability or death. After these transactions, she holds 3,174 shares of common stock directly, 7,787.483 deferred stock units, and 207 common shares held indirectly in a trust.

Positive

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Insider MCKENZIE DIANA
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units 796 $0.00 --
Grant/Award Common Stock 943 $0.00 --
Disposition Common Stock 796 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Deferred Stock Units — 7,787.483 shares (Direct, null); Common Stock — 3,174 shares (Direct, null); Common Stock — 207 shares (Indirect, Held in Trust)
Footnotes (1)
  1. Restricted stock unit award that vests, subject to certain limited exceptions, on the first anniversary of the grant date. Upon the vesting of restricted stock units granted to Ms. McKenzie on May 1, 2025, Ms. McKenzie deferred the receipt of 796 shares of common stock and received instead 796 deferred stock units pursuant to our deferred compensation plan. As a result, Ms. McKenzie is reporting the disposition of 796 shares of common stock in exchange for an equal number of deferred stock units. Each deferred stock unit represents one share of common stock and is paid out in common stock upon the earliest to occur of (i) termination of Ms. McKenzie's service on our board of directors, (ii) a change of control of our company and (iii) Ms. McKenzie's disability or death.
Restricted stock grant 943 shares of common stock Grant/award acquisition at $0.0000 per share
Common shares exchanged 796 shares of common stock Disposition to issuer in exchange for deferred stock units
Deferred stock units received 796 deferred stock units One unit represents one share of common stock
Direct common shares after transactions 3,174 shares Total common stock directly owned following transactions
Deferred stock units after transactions 7,787.483 units Total deferred stock units following transactions
Indirect common shares in trust 207 shares Common stock held indirectly in trust
Restricted stock unit financial
"Restricted stock unit award that vests, subject to certain limited exceptions, on the first anniversary"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
deferred stock units financial
"deferred the receipt of 796 shares of common stock and received instead 796 deferred stock units"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
deferred compensation plan financial
"received instead 796 deferred stock units pursuant to our deferred compensation plan"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
change of control financial
"upon the earliest to occur of (i) termination of Ms. McKenzie's service on our board of directors, (ii) a change of control of our company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
MCKENZIE DIANA

(Last)(First)(Middle)
C/O VERTEX PHARMACEUTICALS INCORPORATED
50 NORTHERN AVENUE

(Street)
BOSTON MASSACHUSETTS 02210

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
VERTEX PHARMACEUTICALS INC / MA [ VRTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026A943(1)A$03,174D
Common Stock05/01/2026D796D(2)2,378D
Common Stock207IHeld in Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units(3)05/01/2026A796 (3) (3)Common Stock796(2)7,787.483D
Explanation of Responses:
1. Restricted stock unit award that vests, subject to certain limited exceptions, on the first anniversary of the grant date.
2. Upon the vesting of restricted stock units granted to Ms. McKenzie on May 1, 2025, Ms. McKenzie deferred the receipt of 796 shares of common stock and received instead 796 deferred stock units pursuant to our deferred compensation plan. As a result, Ms. McKenzie is reporting the disposition of 796 shares of common stock in exchange for an equal number of deferred stock units.
3. Each deferred stock unit represents one share of common stock and is paid out in common stock upon the earliest to occur of (i) termination of Ms. McKenzie's service on our board of directors, (ii) a change of control of our company and (iii) Ms. McKenzie's disability or death.
Remarks:
/s/ Christiana Stevenson, Attorney-in-Fact05/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Diana McKenzie report at Vertex (VRTX)?

Diana McKenzie reported routine equity compensation and a deferral election. She received 943 shares of Vertex common stock and exchanged 796 vested shares for 796 deferred stock units, reflecting compensation and planning choices rather than open-market buying or selling activity.

Did the Vertex (VRTX) director sell shares on the open market?

No open-market sale was reported. McKenzie recorded a disposition of 796 common shares back to Vertex in exchange for 796 deferred stock units under a deferred compensation plan, which is a non-cash, compensation-related adjustment rather than a market trade.

How many Vertex (VRTX) shares does Diana McKenzie hold after these transactions?

After the transactions, McKenzie holds 3,174 Vertex common shares directly and 207 common shares indirectly in a trust. She also holds 7,787.483 deferred stock units, each representing a right to receive one share of common stock in the future.

What are the terms of Diana McKenzie’s deferred stock units at Vertex (VRTX)?

Each deferred stock unit represents one Vertex common share. The units are paid in stock upon the earliest of McKenzie’s board service ending, a change of control of Vertex, or her disability or death, providing future-delivery equity instead of immediate shares.

What is the significance of the 943-share grant to the Vertex (VRTX) director?

The 943-share grant represents a restricted stock unit award to McKenzie at no cash cost. It is part of her director compensation, vesting on the first anniversary of the grant date, and increases her direct equity exposure to Vertex common stock when vested.