Vertex Pharmaceuticals (VRTX) EVP Wagner sells 9,532 shares in plan trade

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Charles F. Jr. Wagner, EVP, CO & FO, reported an option exercise and share sale in company stock. On 01/06/2026 he exercised 9,532 stock options at an exercise price of $189.38 per share, receiving the same number of Vertex common shares. That same day, he sold 9,532 common shares at a price of $461 per share, a transaction coded as a sale. After these transactions, he directly owned 37,725 shares of Vertex common stock. The filing notes that the sale was made under Mr. Wagner’s company-approved Rule 10b5-1 trading plan, which was entered into on 05/09/2025, and that the exercised options were fully vested.

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).

X

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)
01/06/2026

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	01/06/2026		M		9,532	A	$189.38	47,257	D
Common Stock	01/06/2026		S(1)		9,532	D	$461	37,725	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
Stock Option (Right to Buy)	$189.38	01/06/2026		M			9,532	(2)	04/09/2029	Common Stock	9,532	$0	0	D

Explanation of Responses:

1. Transaction made pursuant to Mr. Wagner's company approved trading plan under Rule 10b5-1, which was entered into on 5/09/2025.

2. Fully vested.

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	01/08/2026
	** 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.
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FAQ

What insider transaction did Vertex (VRTX) report for Charles F. Jr. Wagner?

The report shows that Charles F. Jr. Wagner, EVP, CO & FO of Vertex, exercised 9,532 stock options and sold 9,532 common shares on 01/06/2026.

At what prices did Charles F. Jr. Wagner exercise and sell Vertex (VRTX) shares?

He exercised options at an exercise price of $189.38 per share and sold 9,532 common shares at a price of $461 per share.

How many Vertex (VRTX) shares does Charles F. Jr. Wagner own after this Form 4 transaction?

Following the reported sale, Charles F. Jr. Wagner directly owned 37,725 shares of Vertex common stock.

Were the Vertex (VRTX) insider transactions made under a Rule 10b5-1 plan?

Yes. The filing states the sale was made under Mr. Wagner’s company approved trading plan under Rule 10b5-1, entered into on 05/09/2025.

What type of derivative security did Charles F. Jr. Wagner exercise at Vertex (VRTX)?

He exercised a stock option (right to buy) covering 9,532 shares of Vertex common stock, which was reported as fully vested and expiring on 04/09/2029.

Is Charles F. Jr. Wagner a director or officer of Vertex (VRTX)?

He is reported as an officer of Vertex with the title EVP, CO & FO and is not listed as a director or 10% owner in this filing.