Vertex (VRTX) EVP Charles Wagner gains 13,600 earned performance shares

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Charles F. Wagner Jr., EVP, CO & FO, reported the acquisition of 13,600 shares of Vertex common stock through earned performance awards. On 01/22/2026, he received 9,440 shares tied to a performance stock unit award granted on 02/01/2023 and 4,160 shares from a performance stock unit award granted on 02/12/2025, both at a price of $0 per share.

The company’s management development and compensation committee certified the performance-goal attainment on 01/22/2026. The 2023 award shares will vest on 02/13/2026, while the 2025 award shares will vest in installments beginning on 02/24/2026. Following these transactions, Wagner directly holds 51,325 shares of Vertex common stock.

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

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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^*

WAGNER CHARLES F JR

(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, CO & FO

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		9,440(1)	A	$0	47,165	D
Common Stock	01/22/2026		A		4,160(2)	A	$0	51,325	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 report for January 22, 2026?

VRTX reported that Charles F. Wagner Jr., EVP, CO & FO, acquired a total of 13,600 shares of Vertex common stock on 01/22/2026 through earned performance share awards.

How many VRTX shares did Charles F. Wagner Jr. acquire and at what price?

He acquired 9,440 common shares from a 2023 performance award and 4,160 shares from a 2025 performance award, all at a transaction price of $0 per share.

What is Charles F. Wagner Jr.’s VRTX share ownership after this Form 4?

After the reported transactions, Charles F. Wagner Jr. directly owns 51,325 shares of Vertex Pharmaceuticals Inc. (VRTX) common stock.

What are the vesting dates for the VRTX performance shares reported?

The 9,440 shares from the 02/01/2023 performance stock unit award will vest on 02/13/2026. The 4,160 shares from the 02/12/2025 award will vest in installments beginning on 02/24/2026.

What triggered the earning of the VRTX performance shares in this filing?

The shares represent earned performance shares from performance stock unit awards where the Vertex management development and compensation committee certified the level of performance-goal attainment on 01/22/2026.

Is the VRTX insider ownership reported as direct or indirect?

The Form 4 shows direct (D) ownership for all 51,325 shares held by Charles F. Wagner Jr., with no indirect ownership entity listed.