Vertex (VRTX) EVP McKechnie Duncan awarded performance shares after goals met

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive McKechnie Duncan reported stock awards tied to performance goals. On 01/22/2026, Duncan acquired 4,720 shares of Vertex common stock at a price of $0 following the earning of performance shares from a performance stock unit award granted on 02/01/2023. After this transaction, Duncan directly owned 20,858 shares of common stock.

On the same date, Duncan also acquired 2,080 additional shares of Vertex common stock at a price of $0, representing earned performance shares from a performance stock unit award granted on 02/12/2025, bringing direct ownership to 22,938 shares. The issuer's management development and compensation committee certified the level of performance-goal attainment on 01/22/2026. The shares from the 2023 award will vest on 02/13/2026, and the shares from the 2025 award will vest in installments beginning on 02/24/2026.

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)
01/22/2026

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	01/22/2026		A		4,720(1)	A	$0	20,858	D
Common Stock	01/22/2026		A		2,080(2)	A	$0	22,938	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:

1. Represents earned performance shares with respect to a performance stock unit award granted on 02/01/2023 that contained performance-vesting requirements. The issuer's management development and compensation committee certified as to the level of performance-goal attainment on 01/22/2026 and the shares will vest on 02/13/2026.

2. Represents earned performance shares with respect to a performance stock unit award granted on 02/12/2025 that contained performance-vesting requirements. The issuer's management development and compensation committee certified as to the level of performance-goal attainment on 01/22/2026 and the shares will vest in installments beginning on 02/24/2026.

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	01/26/2026
	** 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 VRTX EVP McKechnie Duncan report?

On 01/22/2026, EVP and Chief Commercial Officer McKechnie Duncan reported acquiring a total of 6,800 shares of Vertex common stock at a price of $0, in two separate performance-based stock transactions.

How many VRTX shares does McKechnie Duncan own after these transactions?

Following the 01/22/2026 transactions, McKechnie Duncan directly beneficially owned 22,938 shares of Vertex Pharmaceuticals common stock.

Were the reported VRTX shares purchased for cash or earned as awards?

The reported Vertex shares were earned performance shares from performance stock unit awards and were acquired at a price of $0 per share, reflecting equity compensation rather than a cash purchase.

What performance awards led to McKechnie Duncan receiving additional VRTX shares?

The 4,720 shares relate to a performance stock unit award granted on 02/01/2023, and the 2,080 shares relate to a performance stock unit award granted on 02/12/2025, both subject to performance-vesting requirements.

When were the VRTX performance goals certified for these share awards?

The management development and compensation committee certified the level of performance-goal attainment for both performance stock unit awards on 01/22/2026.

When do the newly earned VRTX performance shares vest for McKechnie Duncan?

The shares from the 02/01/2023 performance award will vest on 02/13/2026, and the shares from the 02/12/2025 performance award will vest in installments beginning on 02/24/2026.

Is this VRTX Form 4 transaction a direct or indirect holding for McKechnie Duncan?

The Form 4 reports that the 22,938 shares of Vertex common stock are held as a direct ownership position by McKechnie Duncan.