Upadhyay Suketu 4

What Happened
Suketu Upadhyay, a director of Vertex Pharmaceuticals (VRTX), reported compensation-related transactions on May 1, 2026. He received 2,866 shares upon vesting of restricted stock units (RSUs) and simultaneously deferred receipt of 796 vested shares by exchanging them for 796 deferred stock units under Vertex’s deferred compensation plan. The disposition of 796 shares to the issuer reflects that conversion to deferred stock units rather than a cash sale.

Key Details

• Transaction date: 2026-05-01; Form 4 filed: 2026-05-05 (filed within the required 2 business days).
• Reported transactions:
  • Disposition to issuer (D): 796 shares (converted to deferred stock units) — reported as disposed.
  • Grant/award (A): 2,866 shares acquired at $0.00 (vesting of RSUs).
  • Grant/award (A): 796 deferred stock units acquired (in exchange for 796 shares); price N/A.
• Price/value: $0.00 indicates these were compensatory RSU vestings/award conversions, not open-market purchases or sales for cash.
• Shares owned after the transactions: not specified in the filing.
• Footnotes of note:
  • F1: The 796 shares were deferred at vesting and exchanged for 796 deferred stock units under the deferred compensation plan.
  • F2: Awards were fully vested.
  • F3: Each deferred stock unit represents one share of common stock and will be paid in common stock upon the earliest of (i) termination of board service, (ii) a change of control, or (iii) disability or death.

Context
This was a routine, compensation-driven vesting and deferral — not an open-market buy or cash sale. The activity increases Upadhyay’s immediate common shares by the net difference (2,866 shares received less 796 shares converted to deferred units), while 796 units remain deferred and will convert to stock only upon specified triggering events. Compensation-related filings like this generally reflect board/employee pay practices rather than a direct signal of the insider’s trading sentiment.