Bunnage Mark E. 4

What Happened

• Mark E. Bunnage, EVP and Chief Scientific Officer of Vertex Pharmaceuticals (VRTX), reported an equity award and multiple dispositions in a Form 4 covering Feb 17–18, 2026. He was granted 2,584 restricted stock units (RSUs) (A) on 2026-02-17 (reported $0 per share). On 2026-02-17 he surrendered 1,110 shares to cover tax liability (F) at $483.75/share ($536,963) and sold 2,437 shares in an open-market sale (S) at $489.46/share ($1,192,814). On 2026-02-18 he sold an additional 1,182 shares (S) at $473.68/share ($559,890). Total proceeds from the reported dispositions = $2,289,667; total shares sold/disposed = 4,729.

Key Details

• Dates and prices:
  • 2026-02-17: RSU award 2,584 shares @ $0 (A)
  • 2026-02-17: Tax withholding/covering obligation 1,110 shares @ $483.75 (F) — $536,963
  • 2026-02-17: Open-market sale 2,437 shares @ $489.46 (S) — $1,192,814
  • 2026-02-18: Open-market sale 1,182 shares @ $473.68 (S) — $559,890
• Aggregate: 4,729 shares disposed for ~$2.29M; 2,584 RSUs reported granted.
• Shares owned after the transactions: not specified in the provided filing details.
• Footnotes: F1 notes the RSU award vests in installments beginning Feb 20, 2027. F2 states the open-market sales were made pursuant to a company-approved Rule 10b5-1 trading plan entered on 2025-11-26.
• Timeliness: Filing date 2026-02-19 for transactions on 2/17–2/18 appears timely (Form 4 is typically due within two business days).

Context

• The filing combines an RSU grant (future compensation that vests later) with sales. The F-code disposal reflects shares surrendered to cover tax withholding rather than an independent sale intent. The S-code sales were made under a pre-established 10b5-1 plan, which is a common way insiders sell on a scheduled basis and is not necessarily an opportunistic market-timing trade.
• No options exercise or immediate “cashless exercise + sale” is recorded here; the primary activity is sale of existing shares and receipt of a future-vesting RSU grant.
• These are routine insider transactions — factual disclosure for investors; do not infer motivations beyond what the filing states.