Vertex (VRTX) CEO gains two performance share awards after goals met

Rhea-AI Filing Summary

Vertex Pharmaceuticals CEO and President Reshma Kewalramani reported two stock acquisitions tied to performance awards. On 01/22/2026, she acquired 26,972 shares of common stock at $0, representing earned performance shares from a performance stock unit award granted on 02/01/2023 after the compensation committee certified performance-goal attainment. These shares will vest on 02/13/2026, bringing her direct holdings to 142,940 shares.

On the same date, she acquired 11,885 additional common shares at $0 as earned performance shares from a separate performance stock unit award granted on 02/12/2025, also following committee certification of performance-goal attainment. These shares will vest in installments beginning on 02/24/2026, increasing her directly held common stock to 154,825 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

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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^*

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)
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		26,972(1)	A	$0	142,940	D
Common Stock	01/22/2026		A		11,885(2)	A	$0	154,825	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. Represents earned performance shares with respect to a performance stock unit award granted on 02/01/2023 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 02/13/2026.

2. 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 in installments beginning 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 CEO Reshma Kewalramani report?

Reshma Kewalramani reported acquiring 26,972 and 11,885 shares of Vertex common stock on 01/22/2026, both at $0 per share, as earned performance shares from prior performance stock unit awards.

Why did the VRTX CEO receive these Vertex Pharma shares?

The shares represent earned performance shares from performance stock unit awards granted on 02/01/2023 and 02/12/2025, after Vertex's management development and compensation committee certified that performance goals were attained on 01/22/2026.

When will the newly acquired VRTX shares vest for the CEO?

The 26,972 shares tied to the 02/01/2023 award will vest on 02/13/2026. The 11,885 shares tied to the 02/12/2025 award will vest in installments beginning on 02/24/2026.

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

After the first performance share acquisition, Reshma Kewalramani directly held 142,940 Vertex common shares. After the second, her direct holdings increased to 154,825 shares.

Were these VRTX CEO stock acquisitions purchases on the open market?

No. Both transactions are coded as acquisitions at $0 per share and are described as earned performance shares from previously granted performance stock unit awards, rather than open-market purchases.

What role does the compensation committee play in these VRTX performance shares?

Vertex's management development and compensation committee certified the level of performance-goal attainment on 01/22/2026, which determined the earned performance shares that Reshma Kewalramani received.