Vertex (VRTX) CCO receives 4,962-share award, 1,148 shares withheld for tax

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Duncan McKechnie reported a mixed Form 4 transaction involving company stock. He acquired 4,962 shares of common stock on February 17, 2026 through a restricted stock unit award that will vest in installments beginning on February 20, 2027. On the same date, 1,148 shares were disposed of at $483.75 per share to cover tax obligations by delivering shares, leaving him with 23,342 shares of 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

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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)
02/17/2026

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	02/17/2026		A		4,962(1)	A	$0	24,490	D
Common Stock	02/17/2026		F		1,148	D	$483.75	23,342	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. Restricted stock unit award that vests in installments beginning on February 20, 2027.

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	02/19/2026
	** 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 transactions did VRTX executive Duncan McKechnie report on this Form 4?

Duncan McKechnie reported both an acquisition and a disposition of VRTX common stock. He received 4,962 shares through a restricted stock unit award and had 1,148 shares withheld to satisfy tax obligations, all dated February 17, 2026.

How many VRTX shares did Duncan McKechnie acquire in the latest grant?

He acquired 4,962 shares of VRTX common stock through a restricted stock unit award. These units are scheduled to vest in installments starting February 20, 2027, meaning he gains full ownership over time rather than immediately on the grant date.

Why were 1,148 VRTX shares disposed of in Duncan McKechnie’s Form 4?

The 1,148 VRTX shares were disposed of to cover tax liabilities by delivering shares at $483.75 each. This is characterized as a tax-withholding disposition, not an open-market sale, and is commonly associated with equity compensation events.

What is the vesting schedule of Duncan McKechnie’s new VRTX restricted stock units?

The restricted stock unit award for 4,962 VRTX shares will vest in installments beginning on February 20, 2027. Vesting in installments means portions of the award become owned over time, typically conditioned on continued employment or service.

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

After the reported transactions, Duncan McKechnie directly holds 23,342 shares of VRTX common stock. This figure reflects the net position following both the restricted stock unit grant and the 1,148-share tax-withholding disposition on February 17, 2026.

Does Duncan McKechnie’s Form 4 indicate an open-market buy or sell of VRTX shares?

The Form 4 does not show open-market buying or selling of VRTX shares. It reports an equity award of 4,962 restricted stock units and a 1,148-share tax-withholding disposition, both related to compensation rather than discretionary market trades.