Vertex (VRTX) EVP Tatsis reports stock grant, tax sale and 10b5-1 trades

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Ourania Tatsis reported a mix of stock transactions involving company common shares. She received a grant of 5,789 shares as a restricted stock unit award that will vest in installments beginning on February 20, 2027. On the same date, 2,294 shares were disposed of to cover tax obligations at a price of $483.75 per share. She also executed open-market sales of 609 shares at $489.46 per share and 368 shares at $473.68 per share, made under a company-approved Rule 10b5-1 trading plan entered on August 21, 2025. Following these transactions, she directly owned 48,650 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).

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^*

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)
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		5,789(1)	A	$0	51,921	D
Common Stock	02/17/2026		F		2,294	D	$483.75	49,627	D
Common Stock	02/17/2026		S(2)		609	D	$489.46	49,018	D
Common Stock	02/18/2026		S(2)		368	D	$473.68	48,650	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.

2. Transaction made pursuant to Dr. Tatsis' company approved trading plan under Rule 10b5-1, which was entered into on 08/21/2025.

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).
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FAQ

What did VRTX executive Ourania Tatsis report in this Form 4?

Ourania Tatsis reported a mix of equity transactions in Vertex common stock, including a restricted stock unit grant, tax-withholding share disposition, and open-market sales executed under a pre-established Rule 10b5-1 trading plan.

How many VRTX shares did Ourania Tatsis sell in open-market trades?

She sold 977 shares of Vertex common stock in open-market transactions, consisting of 609 shares at $489.46 per share and 368 shares at $473.68 per share, as disclosed in the Form 4 filing.

What equity award did Ourania Tatsis receive from Vertex (VRTX)?

She received a restricted stock unit award covering 5,789 shares of Vertex common stock. According to the filing, this award will vest in installments beginning on February 20, 2027, subject to the award’s terms and continued service requirements.

Why were some VRTX shares disposed of by Ourania Tatsis?

The Form 4 states that 2,294 shares of Vertex common stock were disposed of to satisfy tax liabilities. This tax-withholding disposition used shares valued at $483.75 per share, rather than requiring a separate cash payment.

Is the VRTX insider trading under a Rule 10b5-1 plan?

Yes. The filing notes that certain transactions were made pursuant to Dr. Tatsis’ company-approved Rule 10b5-1 trading plan, which was entered into on August 21, 2025, providing a pre-arranged framework for selling shares.

How many Vertex (VRTX) shares does Ourania Tatsis own after these trades?

After the reported transactions, Dr. Tatsis directly holds 48,650 shares of Vertex common stock. This figure reflects the net result of the restricted stock unit grant, tax-related share disposition, and the open-market sales disclosed.