Vertex (VRTX) EVP delivers 3,045 shares to cover equity tax bill

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Charles F. Wagner Jr. reported a tax-related share disposition. On February 10, 2026, he transferred 3,045 shares of Vertex common stock at $468.41 per share under code F, which reflects payment of tax liability by delivering shares.

After this transaction, Wagner directly beneficially owned 48,280 shares of Vertex common stock. The filing characterizes the move as a tax-withholding disposition rather than an open-market purchase or sale.

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^*

WAGNER CHARLES F JR

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CO & FO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		3,045	D	$468.41	48,280	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:

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	02/12/2026
	** 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 Pharmaceuticals (VRTX) report for Charles F. Wagner Jr.?

Vertex reported that executive Charles F. Wagner Jr. used 3,045 common shares to satisfy tax obligations. The shares were valued at $468.41 each, and the transaction was coded F, indicating payment of tax liability by delivering securities rather than an open-market trade.

How many Vertex (VRTX) shares does Charles F. Wagner Jr. own after this Form 4 filing?

After the reported transaction, Charles F. Wagner Jr. directly beneficially owns 48,280 Vertex common shares. This figure reflects his holdings following the tax-withholding disposition of 3,045 shares on February 10, 2026, as disclosed in the Form 4 insider trading report.

Was the Vertex (VRTX) insider transaction a market sale or tax withholding event?

The transaction was a tax-withholding event, not an open-market sale. It is coded F, meaning payment of exercise price or tax liability by delivering securities, indicating shares were used to cover obligations associated with equity compensation.

What transaction price per share was reported in the Vertex (VRTX) Form 4 filing?

The Form 4 reports a transaction price of $468.41 per Vertex common share. This price applies to the 3,045 shares delivered by Charles F. Wagner Jr. to satisfy tax obligations related to his equity compensation on February 10, 2026.

What role does Charles F. Wagner Jr. hold at Vertex Pharmaceuticals (VRTX)?

Charles F. Wagner Jr. is reported as an officer of Vertex with the title "EVP, CO & FO." This indicates he is an executive vice president with senior operating and financial responsibilities within the company’s leadership team, as disclosed in the insider report.