Vertex (VRTX) EVP granted 5,789 RSUs and disposes shares for taxes

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Amit Sachdev reported mixed equity transactions. He received a grant of 5,789 shares of common stock as a restricted stock unit award that will vest in installments beginning on February 20, 2027. On the same date, 2,140 shares were disposed of at $483.75 per share to satisfy tax withholding obligations, leaving him with 69,042 shares held directly, plus additional common stock held indirectly through a 401(k) plan and a trust.

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^*

Sachdev Amit

(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 Patient & Ext Af 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	71,182	D
Common Stock	02/17/2026		F		2,140	D	$483.75	69,042	D
Common Stock								882	I	401(k)
Common Stock								9,301	I	Held in Trust

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 Amit Sachdev report for VRTX on February 17, 2026?

Amit Sachdev reported a grant of 5,789 Vertex common shares and a disposition of 2,140 shares to cover tax obligations. These transactions involved equity compensation and tax withholding rather than open-market buying or selling activity.

What type of award did Amit Sachdev receive from Vertex Pharmaceuticals (VRTX)?

He received a restricted stock unit award for 5,789 shares of Vertex common stock. According to the disclosure, this award vests in installments beginning on February 20, 2027, reflecting part of his long-term equity-based compensation package as an executive officer.

Why were 2,140 VRTX shares disposed of in Amit Sachdev’s Form 4 filing?

The 2,140 shares were disposed of at $483.75 per share to satisfy tax withholding obligations. The transaction is coded as a tax-withholding disposition, indicating shares were delivered to cover taxes rather than sold in an open-market trade.

How many Vertex (VRTX) shares does Amit Sachdev hold directly after these transactions?

After the reported grant and tax-withholding disposition, Amit Sachdev holds 69,042 Vertex common shares directly. This figure reflects his direct ownership position following the equity award and the delivery of shares to satisfy associated tax liabilities.

What indirect Vertex share holdings are reported for Amit Sachdev on Form 4?

The filing shows 882 Vertex common shares held indirectly through a 401(k) plan and 9,301 shares held indirectly in a trust. These positions are reported as indirect ownership interests separate from his directly held 69,042 common shares.

Does Amit Sachdev’s Form 4 indicate open-market buying or selling of VRTX stock?

The Form 4 does not show open-market purchases or sales. It reports a restricted stock unit award and a tax-withholding disposition of 2,140 shares, transactions typically associated with equity compensation rather than discretionary trading activity.