Vertex (VRTX) CEO Reshma Kewalramani reports tax-withholding share disposition

Rhea-AI Filing Summary

Vertex Pharmaceuticals CEO & President Reshma Kewalramani reported an automatic share disposition related to taxes. On 02/10/2026, 8,297 shares of Vertex common stock were disposed of at $468.41 per share in a transaction coded "F", which indicates payment of a tax liability by delivering shares rather than a market trade. After this tax-withholding transaction, she directly beneficially owned 146,528 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

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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^*

Kewalramani Reshma

(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)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		8,297	D	$468.41	146,528	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:

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	02/12/2026
	** 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 transaction did VRTX CEO Reshma Kewalramani report on this Form 4?

Reshma Kewalramani reported an automatic disposition of 8,297 Vertex common shares. The transaction, coded “F,” reflects shares delivered to satisfy a tax liability, not an open-market trade, at a reported price of $468.41 per share on February 10, 2026.

Was the VRTX Form 4 transaction a buy or sell of common stock?

The Form 4 shows a disposition related to tax withholding, not a standard buy or sell. Code “F” means shares were used to pay a tax liability, so it is an administrative transaction rather than a discretionary market purchase or sale.

How many VRTX shares did the CEO dispose of to cover taxes?

The CEO disposed of 8,297 shares of Vertex common stock. These shares were delivered at a reported price of $468.41 per share in a code “F” transaction, which indicates payment of a tax obligation using shares instead of cash.

How many VRTX shares does Reshma Kewalramani own after the reported transaction?

After the tax-withholding disposition, Reshma Kewalramani directly beneficially owned 146,528 Vertex common shares. This figure represents her remaining direct holdings following the 8,297-share transaction reported on the February 10, 2026 Form 4 filing.

What does transaction code “F” mean in the VRTX Form 4 filing?

Code “F” means the insider used shares to pay an exercise price or tax liability. In this case, 8,297 Vertex shares were disposed of to satisfy a tax obligation, so it is an automatic, administrative transaction rather than a voluntary open-market trade.

Does the VRTX Form 4 indicate indirect ownership or entities for this transaction?

The filing shows direct ownership for the reported holdings. The 146,528 shares following the transaction are listed as directly owned, and there is no indicated indirect ownership entity or special footnote altering how the transaction should be attributed.