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Vertex Pharmaceuticals (NASDAQ: VRTX) grants EVP Duncan McKechnie 6,800 performance shares

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

Rhea-AI Filing Summary

McKechnie Duncan reported acquisition or exercise transactions in this Form 4 filing.

Vertex Pharmaceuticals executive Duncan McKechnie, EVP and Chief Commercial Officer, reported two equity awards on January 22, 2026, receiving 4,720 and 2,080 shares of common stock at no cash price as earned performance-based stock units. Context notes these shares arise from 2023 and 2025 performance stock unit awards, with performance certified on January 22, 2026 and vesting scheduled in February 2026. Following these grants, he directly holds 22,938 Vertex shares.

Positive

  • None.

Negative

  • None.
Insider McKechnie Duncan
Role EVP, Chief Commercial Officer
Type Security Shares Price Value
Grant/Award Common Stock 4,720 $0.00 $0.00
Grant/Award Common Stock 2,080 $0.00 $0.00
Holdings After Transaction: Common Stock — 22,938 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. 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.
Performance share grant 1 4,720 shares Common stock granted to EVP Duncan McKechnie on January 22, 2026
Performance share grant 2 2,080 shares Second block of common stock granted on January 22, 2026
Direct holdings after grants 22,938 shares Canonical post-transaction direct holding of Vertex common stock
performance stock unit award financial
"Represents earned performance shares with respect to a performance stock unit award granted on 02/01/2023"
performance-vesting requirements financial
"that contained performance-vesting requirements. The issuer's management development and compensation committee certified"
management development and compensation committee financial
"The issuer's management development and compensation committee certified as to the level of performance-goal attainment"
performance-goal attainment financial
"committee certified as to the level of performance-goal attainment on 01/22/2026"
vest in installments financial
"the shares will vest in installments beginning on 02/24/2026"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did VRTX EVP Duncan McKechnie report?
EVP Duncan McKechnie reported two equity award acquisitions of Vertex common stock on January 22, 2026, totaling 6,800 earned performance-based shares. These grants stem from prior performance stock unit awards and increase his direct shareholding in Vertex.

How many Vertex (VRTX) shares did McKechnie receive in this Form 4?
McKechnie received 4,720 and 2,080 Vertex common shares, for a total of 6,800 performance-based shares. Each block was reported as a grant or award at a per-share price of $0.00, reflecting stock compensation rather than an open-market purchase.

What is McKechnie’s total direct shareholding in VRTX after these grants?
After these reported grants, McKechnie directly holds 22,938 shares of Vertex common stock. This canonical post-transaction balance reflects his updated ownership position following the January 22, 2026 performance share awards disclosed in the Form 4 filing.

What are performance stock unit awards referenced in the VRTX Form 4?
The footnotes describe performance stock unit awards granted in 2023 and 2025 that include performance-vesting requirements. Once the management development and compensation committee certifies performance-goal attainment, earned units convert into common shares that vest on specified future dates.

When will the newly earned VRTX performance shares vest?
The filing notes earned shares from a 2023 award will vest on February 13, 2026. Earned shares from a 2025 award will vest in installments beginning on February 24, 2026, following certification of performance-goal attainment on January 22, 2026.

Were McKechnie’s VRTX share grants tied to a Rule 10b5-1 plan?
The structured data list no Rule 10b5-1 plan affirmation, and the key footnotes focus on performance-goal certification and vesting schedules. The transactions are reported as grant/award acquisitions of earned performance shares, not as trades executed under a pre-arranged trading plan.
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
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*
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.

Source: View Original Filing on SEC EDGAR