Vertex (VRTX) EVP Wagner surrenders 4,565 shares for tax withholding

Rhea-AI Filing Summary

Vertex Pharmaceuticals executive Charles F. Wagner Jr. reported a tax-related share disposal. On February 13, 2026, he transferred 4,565 shares of common stock at $487.76 per share as a tax-withholding disposition, meaning shares were surrendered to cover taxes rather than sold on the open market. After this transaction, he directly owned 43,715 Vertex shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WAGNER CHARLES F JR

Role EVP, CO & FO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,565	$487.76	$2.23M

Holdings After Transaction: Common Stock — 43,715 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

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)
02/13/2026

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	02/13/2026		F		4,565	D	$487.76	43,715	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	02/18/2026
	** 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 Charles Wagner report?

Charles F. Wagner Jr. reported a tax-withholding disposition of Vertex common stock. On February 13, 2026, he surrendered 4,565 shares at $487.76 per share to satisfy tax obligations, a non-open-market transaction, and retained 43,715 shares afterward.

Was the Vertex (VRTX) insider transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were delivered to cover tax liabilities associated with equity compensation, as indicated by transaction code F, rather than being sold to third-party buyers on a stock exchange.

How many Vertex (VRTX) shares did Charles Wagner dispose of and at what price?

He disposed of 4,565 shares of Vertex common stock at a reported price of $487.76 per share. The filing classifies this as a tax-withholding transaction, meaning the shares were used to pay taxes rather than sold for cash in the open market.

How many Vertex (VRTX) shares does Charles Wagner own after the reported transaction?

Following the tax-withholding disposition, Charles F. Wagner Jr. directly owns 43,715 shares of Vertex common stock. This post-transaction holding reflects his remaining direct ownership after surrendering 4,565 shares to satisfy tax obligations related to his equity compensation.

What does transaction code F mean in the Vertex (VRTX) insider filing?

Transaction code F indicates "payment of exercise price or tax liability by delivering securities." In this Vertex filing, it shows Charles Wagner used 4,565 shares of common stock to cover tax liabilities instead of selling those shares in the open market.