Vertex (VRTX) director Suketu Upadhyay adds deferred stock units

Rhea-AI Filing Summary

Vertex Pharmaceuticals director Suketu Upadhyay reported an acquisition of derivative equity on Form 4. On 01/15/2026, he acquired 80.316 deferred stock units at a price of $443.56 per unit, bringing his total holdings of these derivative securities to 2,718.648 units held directly.

Each deferred stock unit represents one share of Vertex common stock and will be paid out in common stock upon the earliest of Mr. Upadhyay’s termination from the board, a change of control of the company, or his disability or death. This filing reflects a change in his deferred equity position rather than an immediate cash transaction in Vertex common shares.

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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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^*

Upadhyay Suketu

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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

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
Deferred Stock Units	(1)	01/15/2026		A		80.316		(1)	(1)	Common Stock	80.316	$443.56	2,718.648	D

Explanation of Responses:

1. 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 Mr. Upadhyay's service on our board of directors, (ii) a change of control of our company and (iii) Mr. Upadhyay's disability or death.

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	01/20/2026
	** 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) report for Suketu Upadhyay?

Vertex reported that director Suketu Upadhyay acquired 80.316 deferred stock units on 01/15/2026, as disclosed in a Form 4 filing.

What are the terms of the deferred stock units acquired by Suketu Upadhyay at Vertex (VRTX)?

Each deferred stock unit represents one share of Vertex common stock and is paid out in common stock upon the earliest of Mr. Upadhyay leaving the board, a change of control of the company, or his disability or death.

How many deferred stock units does Suketu Upadhyay beneficially own after this transaction at Vertex (VRTX)?

After the reported transaction, Mr. Upadhyay beneficially owns 2,718.648 deferred stock units, held directly.

What price per unit was reported for Suketu Upadhyay’s deferred stock unit acquisition at Vertex (VRTX)?

The Form 4 shows a transaction price of $443.56 per deferred stock unit for the 80.316 units acquired.

What role does Suketu Upadhyay hold at Vertex Pharmaceuticals (VRTX)?

The filing identifies Suketu Upadhyay as a director of Vertex Pharmaceuticals Incorporated and not a 10% owner or officer.

Is Suketu Upadhyay’s ownership of Vertex (VRTX) deferred stock units direct or indirect?

The Form 4 indicates that the 2,718.648 deferred stock units are held with direct ownership.