Vertex Pharmaceuticals (VRTX) grants EVP 7,365 RSUs, withholds 2,294 shares

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Charles F. Wagner Jr., EVP, Chief Operating Officer and Chief Financial Officer, reported two stock transactions involving the company’s common stock. He received a grant of 7,365 restricted stock units, described as an award that vests in installments beginning on February 20, 2027. This award increased his directly held shares to 51,080 immediately after the grant.

On the same date, Wagner had 2,294 shares of common stock disposed of at $483.75 per share in a transaction coded as a tax-withholding disposition to satisfy tax obligations by delivering securities. After this withholding transaction, his direct ownership stood at 48,786 shares of Vertex common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider WAGNER CHARLES F JR

Role EVP, CO & FO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,365	$0.00	--
Tax Withholding	Common Stock	2,294	$483.75	$1.11M

Holdings After Transaction: Common Stock — 51,080 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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).

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)
02/17/2026

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		7,365(1)	A	$0	51,080	D
Common Stock	02/17/2026		F		2,294	D	$483.75	48,786	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.

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 did Vertex (VRTX) executive Charles F. Wagner Jr. report in this Form 4?

Charles F. Wagner Jr. reported receiving a grant of 7,365 restricted stock units and a related tax-withholding share disposition of 2,294 Vertex common shares, both dated February 17, 2026, affecting his directly owned share balance.

How many Vertex (VRTX) restricted stock units were granted to Charles F. Wagner Jr.?

He was granted 7,365 restricted stock units of Vertex common stock. According to the filing, this award will vest in installments beginning on February 20, 2027, providing him future share delivery as vesting conditions are met over time.

When do the new Vertex (VRTX) restricted stock units granted to Wagner begin vesting?

The restricted stock unit award begins vesting on February 20, 2027. The filing notes that the RSUs vest in installments starting on that date, meaning Wagner’s right to receive underlying shares will accrue over a future vesting schedule.

What is the nature of the 2,294 Vertex (VRTX) shares disposed of in this Form 4?

The 2,294 shares were disposed of in a tax-withholding transaction at $483.75 per share. The filing describes this as delivering securities to satisfy tax liability or exercise price, rather than an open-market sale for investment purposes.

How many Vertex (VRTX) shares does Charles F. Wagner Jr. own after these transactions?

After the award and tax-withholding disposition, Wagner directly owns 48,786 shares of Vertex common stock. His holdings first rose to 51,080 following the RSU-related acquisition, then decreased after 2,294 shares were delivered for tax obligations.

What roles does Charles F. Wagner Jr. hold at Vertex (VRTX) in this insider filing?

The filing identifies Charles F. Wagner Jr. as an officer of Vertex, serving as Executive Vice President, Chief Operating Officer and Chief Financial Officer. These positions explain why his equity awards and related tax transactions are reported on Form 4.