WAGNER CHARLES F JR 4

What Happened

• Charles F. Wagner Jr., EVP, CO & FO of Vertex Pharmaceuticals (VRTX), was granted a total of 13,600 performance-based shares on 2026-01-22. The filing records two awards: 9,440 shares and 4,160 shares, each acquired at $0.00 (award/vesting awards), total acquisition price $0. These awards were the result of performance-vesting PSUs for which the company certified achievement of performance goals on 01/22/2026.

Key Details

• Transaction date: 2026-01-22; Form 4 filed: 2026-01-26 (timely filing).
• Award details:
  • 9,440 shares (footnote F1) — earned from a PSU granted 02/01/2023; certified 01/22/2026; these shares will vest on 02/13/2026.
  • 4,160 shares (footnote F2) — earned from a PSU granted 02/12/2025; certified 01/22/2026; these shares vest in installments beginning 02/24/2026.
• Transaction code: A (award/grant/acquisition).
• Acquisition price: $0.00 for both awards (compensation grants, not purchases).
• Shares owned after transaction: not reported in the provided filing excerpt.

Context

• These were performance-based awards (PSUs) that became payable after the company’s compensation committee certified achievement of performance goals. They are compensation, not open-market purchases or sales, and do not on their own indicate an insider buying or selling stock. Awards typically vest on the dates noted above before the insider can sell or transfer the shares.