Vertex Pharmaceuticals (VRTX) EVP, CFO discloses Rule 10b5-1 share sales

Rhea-AI Filing Summary

Vertex Pharmaceuticals' EVP, CO & FO reported pre-planned stock sales under a Rule 10b5-1 trading plan. On 12/03/2025, the officer sold 7,000 shares of Vertex common stock at $451 per share and another 7,000 shares at $461 per share, both reported as open-market sales. These transactions were made pursuant to a company-approved Rule 10b5-1 trading plan that Mr. Wagner entered into on 5/9/2025. After the reported sales, he beneficially owned 37,725 shares of Vertex common stock directly.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

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)
12/03/2025

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	12/03/2025		S(1)		7,000	D	$451	44,725	D
Common Stock	12/03/2025		S(1)		7,000	D	$461	37,725	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. Transaction made pursuant to Mr. Wagner's company approved trading plan under Rule 10b5-1, which was entered into on 5/9/2025.

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	12/05/2025
	** 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 Pharmaceuticals (VRTX) report on this Form 4?

An executive officer of Vertex Pharmaceuticals, Mr. Wagner, who serves as EVP, CO & FO, reported two open-market sales of Vertex common stock on 12/03/2025.

How many VRTX shares did the Vertex executive sell and at what prices?

On 12/03/2025, the executive sold 7,000 shares of Vertex common stock at $451 per share and another 7,000 shares at $461 per share.

How many Vertex (VRTX) shares does the executive own after these transactions?

Following the reported transactions, the executive beneficially owned 37,725 shares of Vertex common stock directly.

Were the reported VRTX stock sales under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were made under Mr. Wagner's company approved trading plan under Rule 10b5-1, which was entered into on 5/9/2025.

What role does the reporting person hold at Vertex Pharmaceuticals (VRTX)?

The reporting person is an officer of Vertex, identified with the title EVP, CO & FO, and is therefore considered an insider for reporting purposes.

Is this Form 4 for one or multiple reporting persons at Vertex?

The document indicates that the Form is filed by one reporting person, not by a group.