Vertex (NASDAQ: VRTX) chair awarded 8,269 shares; 2,964 withheld for tax

Rhea-AI Filing Summary

Vertex Pharmaceuticals Executive Chairman Jeffrey Leiden reported a mix of equity award and tax-related share withholding. On February 17, 2026, he acquired 8,269 shares of common stock at $0.00 per share through a grant described as a restricted stock unit award that fully vested upon grant.

On February 18, 2026, 2,964 shares of common stock at $483.75 per share were disposed of in a tax-withholding disposition, a transaction type used to satisfy tax liabilities by delivering shares rather than an open-market sale. After these transactions, he directly held 38,344 shares of common stock, with an additional 440 shares held indirectly through a 401(k) account.

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^*

LEIDEN JEFFREY M

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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		8,269(1)	A	$0	41,308	D
Common Stock	02/18/2026		F		2,964	D	$483.75	38,344	D
Common Stock								440	I	401(k)

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 fully vested upon grant.

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 Chairman Jeffrey Leiden report?

Jeffrey Leiden reported an equity award and a tax-related share disposition. He received 8,269 shares as a fully vested restricted stock unit grant and had 2,964 shares withheld the next day to cover tax obligations.

Was Jeffrey Leiden’s VRTX Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition coded “F,” not an open-market sale. Shares were delivered to satisfy tax liabilities tied to equity compensation rather than sold on the open market.

How many VRTX shares did Jeffrey Leiden acquire in the latest award?

He acquired 8,269 shares of Vertex common stock at $0.00 per share via a grant. A footnote states this was a restricted stock unit award that fully vested upon grant, immediately increasing his direct holdings.

How many VRTX shares were used for Jeffrey Leiden’s tax withholding?

A total of 2,964 Vertex common shares at $483.75 per share were disposed of in a tax-withholding transaction. This code F event reflects payment of tax liabilities by delivering shares instead of a cash payment.

What is Jeffrey Leiden’s VRTX share ownership after these Form 4 transactions?

After the reported transactions, Jeffrey Leiden directly held 38,344 Vertex common shares. He also had 440 additional shares held indirectly through a 401(k) account, reflecting retirement-plan ownership separate from his direct holdings.

What does the fully vested restricted stock unit grant mean for VRTX’s Jeffrey Leiden?

The fully vested restricted stock unit grant means all 8,269 awarded shares became his immediately. There is no future vesting schedule, so the entire award was recognized as direct common stock ownership on the grant date.