Vertex (VRTX) Executive Chairman awarded 9,012 performance-based common shares

Rhea-AI Filing Summary

Vertex Pharmaceuticals Executive Chairman Jeffrey M. Leiden reported the grant of 9,012 shares of common stock on January 22, 2026. The shares were acquired at a price of $0 as earned performance shares from a performance stock unit award originally granted on February 12, 2025, which was subject to performance-vesting conditions.

The company’s management development and compensation committee certified the level of performance-goal attainment on January 22, 2026, and these shares are scheduled to vest on February 24, 2026. Following this grant, Leiden beneficially owns 33,039 shares of Vertex common stock directly, plus 440 additional shares held indirectly through a 401(k) plan.

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

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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^*

LEIDEN JEFFREY M

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		A		9,012(1)	A	$0	33,039	D
Common Stock								440	I	401(k)

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. Represents earned performance shares with respect to a performance stock unit award granted on 02/12/2025 that contained performance-vesting requirements. The issuer's management development and compensation committee certified as to the level of performance-goal attainment on 01/22/2026 and the shares will vest on 02/24/2026.

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	01/26/2026
	** 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 VRTX report for Jeffrey M. Leiden?

Jeffrey M. Leiden, Executive Chairman of Vertex Pharmaceuticals, reported acquiring 9,012 shares of common stock on January 22, 2026 as part of a performance-based equity award.

Was the VRTX insider stock grant to Jeffrey Leiden a cash purchase?

No. The 9,012 Vertex common shares reported were acquired at $0 per share as earned performance shares from a prior performance stock unit award.

What was the origin of the 9,012 VRTX shares granted to Jeffrey Leiden?

The 9,012 shares represent earned performance shares from a performance stock unit award granted on February 12, 2025, which included performance-vesting requirements.

When will Jeffrey Leiden’s newly earned VRTX shares vest?

According to the filing, the 9,012 earned performance shares are scheduled to vest on February 24, 2026 after certification of performance results.

How many VRTX shares does Jeffrey Leiden own after this transaction?

After the reported transaction, Jeffrey Leiden beneficially owns 33,039 Vertex common shares directly and 440 shares indirectly through a 401(k) plan.

What role did Vertex’s compensation committee play in this Form 4 event?

Vertex’s management development and compensation committee certified the level of performance-goal attainment on January 22, 2026, which determined the 9,012 earned performance shares for Jeffrey Leiden.