Vertex (VRTX) EVP Ourania Tatsis earns 11,749 performance-based shares

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Ourania Tatsis reported awards of company stock tied to performance goals. On January 22, 2026, she acquired 7,866 shares of Vertex common stock at $0 per share as earned performance shares from a performance stock unit award originally granted on February 1, 2023. On the same date, she also acquired 3,883 shares at $0 per share as earned performance shares from a separate performance stock unit award granted on February 12, 2025. These awards were triggered after the company’s management development and compensation committee certified that the required performance goals had been met, with the 2023 grant scheduled to vest on February 13, 2026 and the 2025 grant scheduled to vest in installments beginning on February 24, 2026. Following these transactions, Tatsis directly beneficially owned 54,042 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^*

Tatsis Ourania

(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 Reg. & Quality Off.

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		7,866(1)	A	$0	50,159	D
Common Stock	01/22/2026		A		3,883(2)	A	$0	54,042	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 activity did Vertex Pharmaceuticals (VRTX) report for Ourania Tatsis?

The filing shows that EVP and Chief Regulatory & Quality Officer Ourania Tatsis acquired a total of 11,749 shares of Vertex Pharmaceuticals common stock as earned performance shares on January 22, 2026.

Were the Vertex (VRTX) shares acquired by Ourania Tatsis purchased for cash?

No. The 7,866 shares and 3,883 shares reported were acquired at $0 per share as earned performance stock units that vested based on pre-set performance goals.

What performance awards led to the new shares reported by Vertex (VRTX)?

The 7,866 shares relate to a performance stock unit grant from February 1, 2023, and the 3,883 shares relate to a performance stock unit grant from February 12, 2025, both contingent on performance-vesting requirements.

When will the newly earned Vertex (VRTX) performance shares vest for Ourania Tatsis?

For Ourania Tatsis, the shares from the February 1, 2023 award will vest on February 13, 2026, and the shares from the February 12, 2025 award will vest in installments beginning on February 24, 2026.

How many Vertex (VRTX) shares does Ourania Tatsis own after these Form 4 transactions?

After the reported acquisitions, Ourania Tatsis beneficially owns 54,042 shares of Vertex Pharmaceuticals common stock directly.

Is Ourania Tatsis a major shareholder or director of Vertex (VRTX)?

According to the filing, Ourania Tatsis is an officer, serving as EVP, Chief Regulatory & Quality Officer, and is not listed as a director or 10% owner.