Vertex (VRTX) legal chief gains 9,068 earned performance shares

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Jonathan Biller reported the acquisition of 9,068 shares of common stock through earned performance awards. On 01/22/2026, he received 6,294 shares tied to a performance stock unit grant from 02/01/2023 and 2,774 shares tied to a grant from 02/12/2025, both at a price of $0 per share. The company’s management development and compensation committee certified performance attainment on 01/22/2026. The first block of shares is scheduled to vest on 02/13/2026, and the second will vest in installments beginning on 02/24/2026. Following these awards, Biller directly beneficially owns 24,374 shares of Vertex common stock.

Insider Trade Summary

Net Buyer: 9,068 shares

Net Buy 2 txns

Insider Biller Jonathan

Role EVP and Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,294	$0.00	$0.00
Grant/Award	Common Stock	2,774	$0.00	$0.00

Holdings After Transaction: Common Stock — 24,374 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/26/2026 - 04:20 PM Learn about SEC filing dates

FAQ

Who is the insider in this Vertex (VRTX) Form 4 filing?

The insider is Jonathan Biller, who serves as EVP and Chief Legal Officer of Vertex Pharmaceuticals.

What type of shares did Jonathan Biller acquire in this VRTX Form 4?

He acquired common stock that represents earned performance shares from prior performance stock unit awards with performance-vesting requirements.

How many Vertex (VRTX) shares did Jonathan Biller receive and at what price?

He received 6,294 shares from a 02/01/2023 award and 2,774 shares from a 02/12/2025 award, for a total of 9,068 shares, all at a price of $0 per share.

When do the reported Vertex (VRTX) performance shares vest?

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

What triggered the earning of these Vertex (VRTX) performance shares?

The issuer's management development and compensation committee certified the level of performance-goal attainment on 01/22/2026, causing the performance shares to be earned.

How many Vertex (VRTX) shares does Jonathan Biller own after these transactions?

After the reported transactions, Jonathan Biller beneficially owns 24,374 shares of Vertex common stock, held directly.

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^*

Biller Jonathan

(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 and Chief Legal 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		6,294(1)	A	$0	21,600	D
Common Stock	01/22/2026		A		2,774(2)	A	$0	24,374	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.