WAGNER CHARLES F JR 4

What Happened
Charles F. Wagner Jr., EVP, CO & FO of Vertex Pharmaceuticals (VRTX), was granted 7,365 restricted stock units (RSUs) on 2026-02-17 (reported as an "A" award at $0.00). On the same date he had 2,294 shares withheld/disposed to cover tax withholding (transaction code "F") at $483.75 per share, totaling $1,109,723. The withholding sale is a routine tax-related disposition, not an open-market investment sale.

Key Details

• Transaction dates: 2026-02-17 (grant and tax-withholding disposition); filing date: 2026-02-19 (timely filing).
• Grant: 7,365 RSUs reported at $0.00 (code A).
• Withholding disposition: 2,294 shares at $483.75 each, total $1,109,723 (code F — tax withholding).
• Footnote: The RSU award vests in installments beginning February 20, 2027 (per F1).
• Shares owned after the transactions: not specified in the provided filing.
• Filing status: appears timely (reported two days after the transaction); no 10b5-1 or other special plan noted.

Context
RSU awards are a form of compensation that vest in the future; the award itself is not a cash purchase. The sale of 2,294 shares here was to satisfy tax withholding on the award (routine), which is different from an open-market sale that might reflect an insider’s view of the stock. No purchase by the insider was reported.