Schneider Jennifer 4

What Happened

• Jennifer Schneider, a member of Vertex Pharmaceuticals' board of directors, reported awards and a non‑cash exchange on May 1, 2026. She was granted 472 restricted stock units (RSUs) that vest on the first anniversary of the grant and 1,433 RSU‑type units that are fully vested. Separately, 796 previously vested shares were exchanged for 796 deferred stock units (no cash proceeds).
• All grants show $0.00 as the acquisition price (typical for RSU awards). The 796‑share disposition was not a market sale but an exchange for deferred units, so there were no sale proceeds.

Key Details

• Transaction date: May 1, 2026; Form 4 filed May 5, 2026 (filed within the usual 2 business‑day reporting window).
• Grants: 472 RSUs @ $0.00 (time‑vesting; vests ~May 1, 2027); 1,433 RSUs (derivative) @ $0.00 (fully vested).
• Disposition/exchange: 796 shares exchanged for 796 deferred stock units (reported as a disposition to the issuer; no cash).
• Shares owned after transaction: not reported in the provided excerpt.
• Footnotes:
  • F1: 472 RSUs vest on first anniversary of grant (subject to limited exceptions).
  • F2/F4: Upon vesting of prior RSUs, Schneider deferred receipt of 796 shares and received 796 deferred stock units; each deferred unit equals one share and is paid in stock upon board departure, change of control, disability, or death.
  • F3: The 1,433 units are fully vested.

Context

• These transactions are awards and a deferral election — not open‑market purchases or sales. The 1,433 fully vested units likely represent immediate compensation value to the director, while the 472 RSUs are time‑vesting compensation and the 796 deferred units postpone delivery of shares until specified events. Such internal compensation and deferral actions are common for directors and do not necessarily signal a near‑term buy/sell intent.