Director Schneider shifts 796 Vertex (VRTX) shares into deferred units

Rhea-AI Filing Summary

Vertex Pharmaceuticals director Jennifer Schneider reported routine equity compensation changes. She disposed of 796 shares of common stock back to the company in exchange for 796 deferred stock units under a deferred compensation plan, so this was a non‑market, non‑cash swap rather than a sale.

Schneider also acquired 472 shares of common stock as a grant or award and received 796 deferred stock units, each representing one share of common stock payable upon certain future events. In addition, she was granted stock options for 1,433 shares at an exercise price of $424.45 per share, expiring in 2036, and now directly holds 2,190 shares of Vertex common stock.

Insights

Equity compensation analyst

Vertex director’s Form 4 shows routine equity grants and a non‑cash deferral, not open‑market trading.

The filing shows Dr. Jennifer Schneider exchanging 796 shares of common stock for 796 deferred stock units under a deferred compensation plan, classified as a disposition to the issuer. This is an administrative restructuring of how she holds equity, with no sale into the market.

She also received 472 common shares as a grant and new stock options on 1,433 shares at an exercise price of $424.45 per share, expiring in 2036. These awards are standard director compensation and increase her long‑term equity exposure to VERTEX PHARMACEUTICALS, while the net transactions do not signal buying or selling views on the stock price.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Schneider Jennifer

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	1,433	$0.00	--
Grant/Award	Deferred Stock Units	796	$0.00	--
Grant/Award	Common Stock	472	$0.00	--
Disposition	Common Stock	796	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 1,433 shares (Direct, null); Deferred Stock Units — 796 shares (Direct, null); Common Stock — 2,190 shares (Direct, null)

Footnotes (1)

1. Restricted stock unit award that vests, subject to certain limited exceptions, on the first anniversary of the grant date. Upon the vesting of restricted stock units granted to Dr. Schneider on May 1, 2025, Dr. Schneider deferred the receipt of 796 shares of common stock and received instead 796 deferred stock units pursuant to our deferred compensation plan. As a result, Dr. Schneider is reporting the disposition of 796 shares of common stock in exchange for an equal number of deferred stock units. Fully vested. Each deferred stock unit represents one share of common stock and is paid out in common stock upon the earliest to occur of (i) termination of Dr. Schneider's service on our board of directors, (ii) a change of control of our company and (iii) Dr. Schneider's disability or death.

Key Figures

Disposition to issuer: 796 shares Common stock grant: 472 shares Deferred stock units granted: 796 units +5 more

8 metrics

Disposition to issuer 796 shares Common stock exchanged for 796 deferred stock units

Common stock grant 472 shares Grant, award, or other acquisition of Vertex common stock

Deferred stock units granted 796 units Each unit represents one share of common stock

Stock options granted 1,433 options Stock option (right to buy) on Vertex common stock

Option exercise price $424.45 per share Conversion or exercise price for 1,433 stock options

Option expiration 2036-04-30 Expiration date of the stock option grant

Shares held after transaction 2,190 shares Total Vertex common stock directly held by Schneider after grant

Deferred stock units holding 796 units Total deferred stock units following the transaction

Key Terms

Restricted stock unit, Deferred stock units, Disposition to issuer, Deferred compensation plan, +1 more

5 terms

Restricted stock unit financial

"Restricted stock unit award that vests on the first anniversary of the grant date"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Deferred stock units financial

"Dr. Schneider deferred the receipt of 796 shares and received instead 796 deferred stock units"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Disposition to issuer financial

"Reporting the disposition of 796 shares of common stock in exchange for an equal number of deferred stock units"

Deferred compensation plan financial

"Received instead 796 deferred stock units pursuant to our deferred compensation plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) covering 1,433 shares at an exercise price of 424.4500"

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^*

Schneider Jennifer

(Last) (First) (Middle)

C/O VERTEX PHARMACEUTICALS INCORPORATED

50 NORTHERN AVENUE

(Street)

BOSTON MASSACHUSETTS 02210

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/01/2026		A		472(1)	A	$0	2,190	D
Common Stock	05/01/2026		D		796	D	(2)	1,394	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
Stock Option (Right to Buy)	$424.45	05/01/2026		A		1,433		(3)	04/30/2036	Common Stock	1,433	$0	1,433	D
Deferred Stock Units	(4)	05/01/2026		A		796		(4)	(4)	Common Stock	796	(2)	796	D

Explanation of Responses:

1. Restricted stock unit award that vests, subject to certain limited exceptions, on the first anniversary of the grant date.

2. Upon the vesting of restricted stock units granted to Dr. Schneider on May 1, 2025, Dr. Schneider deferred the receipt of 796 shares of common stock and received instead 796 deferred stock units pursuant to our deferred compensation plan. As a result, Dr. Schneider is reporting the disposition of 796 shares of common stock in exchange for an equal number of deferred stock units.

3. Fully vested.

4. Each deferred stock unit represents one share of common stock and is paid out in common stock upon the earliest to occur of (i) termination of Dr. Schneider's service on our board of directors, (ii) a change of control of our company and (iii) Dr. Schneider's disability or death.

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Vertex (VRTX) director Jennifer Schneider report in this Form 4?

Dr. Jennifer Schneider reported routine equity compensation activity. She exchanged 796 Vertex common shares for 796 deferred stock units, received 472 common shares as a grant, and was granted stock options on 1,433 shares at $424.45 per share, all as part of her director compensation.

Did Jennifer Schneider sell Vertex (VRTX) shares in the open market?

No, she did not sell shares in the open market. The 796-share disposition was to the issuer in exchange for 796 deferred stock units under a deferred compensation plan, meaning it was a non‑cash, administrative swap rather than a market sale to outside investors.

How many Vertex (VRTX) shares does Jennifer Schneider hold after these transactions?

After these transactions, Dr. Schneider directly holds 2,190 Vertex common shares. This figure reflects the reported total shares following the grant of 472 common shares and the deferral-related disposition, alongside her existing holdings, as disclosed in the Form 4 report.

What stock option grant did Jennifer Schneider receive from Vertex (VRTX)?

She received a stock option on 1,433 Vertex shares. The option has an exercise price of $424.45 per share and expires in 2036, providing long‑term potential upside if exercised, consistent with typical equity compensation for members of a corporate board.

What are the 796 deferred stock units reported by Jennifer Schneider at Vertex (VRTX)?

The 796 deferred stock units each represent one Vertex common share. They were received instead of immediate share delivery upon vesting. They are paid out in common stock when Dr. Schneider’s board service ends, upon a change of control, or in case of disability or death.

Was the 472-share grant to Jennifer Schneider at Vertex (VRTX) part of a restricted stock unit award?

Yes, the 472-share grant relates to a restricted stock unit award. The filing notes a restricted stock unit award that vests on the first anniversary of the grant date, aligning this share acquisition with standard time‑based vesting for director equity compensation at Vertex Pharmaceuticals.