Vertex (VRTX) CEO awarded 16,326 RSUs and withholds 6,554 shares for taxes

Rhea-AI Filing Summary

Vertex Pharmaceuticals CEO Reshma Kewalramani reported mixed equity transactions involving company common stock. She acquired 16,326 shares through a grant or award of restricted stock units, recorded at a price of $0.0000 per share, increasing her direct holdings at that point to 149,813 shares.

On the same date, she disposed of 6,554 shares at $483.75 per share in a tax-withholding disposition to cover exercise price or tax liabilities, leaving her with 143,259 directly held shares afterward. The footnote explains that the restricted stock unit award vests in installments beginning on February 20, 2027, meaning the granted units will become fully available over time rather than immediately.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kewalramani Reshma

Role CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	16,326	$0.00	--
Tax Withholding	Common Stock	6,554	$483.75	$3.17M

Holdings After Transaction: Common Stock — 149,813 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^*

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)
02/17/2026

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		16,326(1)	A	$0	149,813	D
Common Stock	02/17/2026		F		6,554	D	$483.75	143,259	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) CEO Reshma Kewalramani acquire in this Form 4 filing?

She acquired 16,326 shares of Vertex common stock through a grant or award of restricted stock units at a recorded price of $0.0000 per share. These units vest in installments beginning on February 20, 2027, becoming available over time.

What type of stock disposition did the Vertex (VRTX) CEO report?

She reported a tax-withholding disposition of 6,554 shares of Vertex common stock at $483.75 per share. This transaction was coded as "F," meaning shares were delivered to satisfy exercise price or tax liabilities, not as an open-market sale.

How many Vertex (VRTX) shares does the CEO hold after these transactions?

After the reported grant and tax-withholding disposition, Reshma Kewalramani directly holds 143,259 shares of Vertex common stock. This figure reflects the balance following the 6,554-share disposition linked to covering exercise price or tax obligations.

What does the restricted stock unit vesting schedule mean for Vertex (VRTX) CEO’s award?

The footnote states that the restricted stock unit award vests in installments beginning on February 20, 2027. This means the 16,326 granted units will convert into accessible shares gradually over time, rather than all becoming available immediately on the grant date.

Were the Vertex (VRTX) CEO’s transactions classified as buys or sells?

The filing classifies one transaction as an acquisition via grant or award and another as a tax-withholding disposition. The disposition is specifically for satisfying exercise price or tax liabilities, so it is not characterized as an open-market purchase or sale.