Vertex (VRTX) CFO Charles Wagner logs tax-withholding disposal of 1,744 shares

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Charles F. Wagner Jr., the company’s EVP, COO and CFO, reported a Form 4 transaction involving company common stock. On February 24, 2026, he had 1,744 shares of Vertex common stock disposed of in a transaction coded “F,” which represents payment of tax liability by delivering securities, at a price of $485.11 per share. After this tax-withholding disposition, Wagner directly owned 47,042 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^*

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)
02/24/2026

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	02/24/2026		F		1,744	D	$485.11	47,042	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	02/26/2026
	** 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 Vertex (VRTX) report for Charles F. Wagner Jr.?

Vertex reported that EVP, COO and CFO Charles F. Wagner Jr. had 1,744 shares of common stock disposed of in a tax-withholding transaction coded “F” on February 24, 2026, reflecting payment of tax liability using shares rather than an open-market trade.

How many Vertex (VRTX) shares were involved in Charles Wagner Jr.’s Form 4 filing?

The Form 4 shows 1,744 shares of Vertex common stock were disposed of. The transaction was recorded at $485.11 per share as a tax-withholding disposition, reducing the shares to cover tax obligations rather than indicating a traditional market sale.

What price per share was reported in the Vertex (VRTX) insider disposition?

The reported price per share was $485.11. This price applies to 1,744 shares used in a Form 4 transaction coded “F,” which represents payment of tax liability by delivering securities rather than an ordinary buy or sell in the open market.

How many Vertex (VRTX) shares does Charles Wagner Jr. own after the reported transaction?

After the tax-withholding disposition, Charles F. Wagner Jr. directly owned 47,042 shares of Vertex common stock. This post-transaction holding figure is disclosed in the Form 4 and reflects his remaining direct ownership following the 1,744-share disposition.

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

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. In this case, 1,744 Vertex common shares were disposed of to satisfy tax obligations, classifying the move as a tax-withholding disposition rather than a standard market sale.

Is the Vertex (VRTX) insider transaction by Charles Wagner Jr. a purchase or sale?

The transaction is classified as a disposition related to tax withholding, not a traditional purchase or sale. The Form 4 describes it as payment of tax liability by delivering 1,744 shares of common stock, coded “F,” leaving Wagner with 47,042 directly held shares.