Vertex (NASDAQ: VRTX) chair disposes shares to cover tax withholding

Rhea-AI Filing Summary

Vertex Pharmaceuticals Executive Chairman Jeffrey M. Leiden reported a Form 4 transaction involving a tax-withholding disposition of 3,547 shares of common stock at $485.11 per share on February 24, 2026. After this transaction, he directly owned 34,797 shares and indirectly held 440 shares through a 401(k) plan.

Insights

Equity compensation and insider-transactions analyst

Vertex’s chair reported a routine tax-withholding share disposition, not an open-market sale.

The Form 4 shows Jeffrey M. Leiden disposed of 3,547 Vertex common shares at $485.11 per share under code F, which is designated for paying an exercise price or tax liability by delivering securities. This typically reflects equity compensation mechanics rather than discretionary trading.

Following the transaction, Leiden directly held 34,797 shares and indirectly held 440 shares via a 401(k). Because the filing describes a tax-withholding disposition instead of a market sale or purchase, it is generally viewed as an administrative event with limited direct signaling value for investors.

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
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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)
02/24/2026

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	02/24/2026		F		3,547	D	$485.11	34,797	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:

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	02/26/2026
	** 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 Vertex (VRTX) Executive Chairman Jeffrey Leiden report?

Jeffrey Leiden reported a tax-withholding disposition of 3,547 shares of Vertex common stock. The Form 4 lists code F, meaning shares were used to cover an exercise price or tax liability rather than sold in an open-market transaction.

At what price were Jeffrey Leiden’s Vertex (VRTX) shares disposed for tax withholding?

The shares used for tax withholding were valued at $485.11 per share. This price is the transaction value reported on the Form 4 and reflects how the tax obligation was satisfied using Vertex common stock rather than cash.

How many Vertex (VRTX) shares does Jeffrey Leiden own after the reported Form 4 transaction?

After the transaction, Jeffrey Leiden directly owned 34,797 Vertex common shares. He also indirectly held 440 additional shares through a 401(k) plan, according to the Form 4’s reported post-transaction ownership balances.

Does Jeffrey Leiden’s Form 4 for Vertex (VRTX) show an open-market stock sale?

No, the filing shows a tax-withholding disposition coded F, not an open-market sale. Code F indicates shares were delivered to cover an exercise price or tax liability associated with equity compensation awards, rather than a discretionary sale on the market.

What does transaction code F mean in Jeffrey Leiden’s Vertex (VRTX) Form 4?

Transaction code F signifies payment of an exercise price or tax liability by delivering securities. In this case, 3,547 Vertex shares were disposed of to satisfy obligations tied to equity compensation, rather than being sold as a typical open-market trade.