Westphal Jeffrey 4
4 · Vertex, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Vertex (VERX) Shareholder Jeffrey Westphal Buys Stock
What Happened
Jeffrey Westphal (reported as a shareholder) made two open-market purchases of Vertex, Inc. (VERX) Class A common stock. On Feb 13, 2026 he acquired 247,740 shares at a weighted-average price of $13.0825 per share for a reported total of $3,241,059. On Feb 17, 2026 he acquired 150,000 shares at a weighted-average price of $12.5349 per share for a reported total of $1,880,235. Both transactions are marked as purchases (code P), representing an aggregate outlay of about $5.12 million. Purchases are generally viewed as a more informative insider signal than sales, but filings do not disclose the insider’s motivation.
Key Details
- Transaction dates and prices:
- Feb 13, 2026 — 247,740 shares at weighted avg $13.0825 (prices ranged $12.73–$13.44; see F1) — $3,241,059 reported.
- Feb 17, 2026 — 150,000 shares at weighted avg $12.5349 (prices ranged $12.35–$13.13; see F2) — $1,880,235 reported.
- Total purchased: 397,740 shares; total reported value ≈ $5.12M.
- Shares owned after transaction: not specified in the excerpt of this Form 4.
- Footnotes of note:
- F1/F2: Each purchase was aggregated from multiple trades; reported prices are weighted averages and the filer will provide per-trade details on request.
- F3: Describes conversion mechanics for Class B to Class A shares (one-for-one conversion, automatic on transfer or if Class B voting power drops below 10%).
- Remarks: Westphal is party to a Third Amended and Restated Stockholders’ Agreement and may be deemed part of a Section 13(d) “group” with other signatories that collectively own >10%; he disclaims beneficial ownership of other signatories’ shares.
- Filing timeliness: Form 4 was filed Feb 18, 2026 covering trades on Feb 13 and Feb 17. The Feb 17 trade was reported promptly; the Feb 13 trade appears reported five days later, which may be outside the usual two-business-day filing window for Section 16 insiders.
Context: These were open-market purchases (code P). The filing provides weighted-average prices with per-trade ranges by footnote rather than listing each execution. No options, gifts, or tax-withholding events are reported here. As always, purchases disclose activity but do not explain intent; retail investors should combine this data with other research before drawing conclusions.
Insider Transaction Report
- Purchase
Class A Common Stock
[F1]2026-02-13$13.08/sh+247,740$3,241,059→ 247,740 total(indirect: By Trust) - Purchase
Class A Common Stock
[F2]2026-02-17$12.53/sh+150,000$1,880,235→ 397,740 total(indirect: By Trust)
- 7,895
Class A Common Stock
- 1,125,927(indirect: By Trust)
Class B Common Stock
[F3]→ Class A Common Stock (1,125,927 underlying) - 388,000
Class B Common Stock
[F3]→ Class A Common Stock (388,000 underlying)
Footnotes (3)
- [F1]The shares of Class A Common Stock were purchased in multiple transactions at prices ranging from $12.73 to $13.44 per share on February 13, 2026. The $13.0825 purchase price reported above is the weighted average purchase price. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
- [F2]The shares of Class A Common Stock were purchased in multiple transactions at prices ranging from $12.35 to $13.13 per share on February 17, 2026. The $12.5349 purchase price reported above is the weighted average purchase price. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
- [F3]The Class B Common Stock is convertible at any time at the option of the holder into one share of the Issuer's Class A Common Stock and has no expiration date. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis either (i) upon any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (ii) if the voting power of the Issuer's outstanding Class B Common Stock represents less than 10% of the combined voting power of all of the Issuer's outstanding common stock.