Biller Jonathan 4

What Happened

• Jonathan Biller, Executive Vice President and Chief Legal Officer at Vertex Pharmaceuticals (VRTX), received a grant of 4,135 restricted stock units (RSUs) and disposed of a total of 5,225 shares across Feb 17–18, 2026. Disposals consisted of open-market sales of 2,476 shares (2/17) at $489.46 ($1,211,903) and 1,244 shares (2/18) at $473.68 ($589,258), plus 1,505 shares withheld to cover tax liability at $483.75 ($728,044). Total proceeds/withheld value ≈ $2,529,205. The RSU award is reported as acquired at $0.00 (standard for RSU grants).

Key Details

• Dates and transactions:
  • 2026-02-17: RSU award (A) — 4,135 RSUs (acquisition reported $0.00).
  • 2026-02-17: Tax withholding (F) — 1,505 shares @ $483.75, proceeds $728,044 (shares disposed to satisfy tax liability).
  • 2026-02-17: Open-market sale (S) — 2,476 shares @ $489.46, proceeds $1,211,903.
  • 2026-02-18: Open-market sale (S) — 1,244 shares @ $473.68, proceeds $589,258.
• Aggregate disposed shares: 5,225; aggregate proceeds/withheld value ≈ $2,529,205.
• Shares owned after transaction: Not specified in the provided filing extract.
• Footnotes:
  • F1: The RSU award vests in installments beginning February 20, 2027.
  • F2: At least one transaction was made pursuant to Mr. Biller’s company-approved Rule 10b5-1 trading plan (entered 02/24/2025).
• Filing: Report filed 2026-02-19 for transactions on 2026-02-17 and 02-18 — filing appears timely (within the typical two-business-day Form 4 window).

Context

• The filing shows a grant of RSUs (a future-vesting award) and contemporaneous sales/withholding. The 1,505-share disposition was a tax withholding action (F) to satisfy taxes on the award, not a market sale for cash. The open-market sales (S) and the 10b5-1 disclosure suggest at least some sales were executed under an approved trading plan. Sales are common for executives to cover taxes or diversify; grants of RSUs indicate compensation, but do not by themselves signal immediate bullishness because they vest in the future.