SCHWAB JOHN R 4

What Happened
John R. Schwab, Chief Financial Officer of Vertex, had restricted stock units (RSUs) convert into common shares on February 20, 2026. A total of 39,766 RSUs converted to shares (23,888 + 15,878). To satisfy tax withholding, 21,534 shares were surrendered at $12.74 per share (value withheld $274,344), leaving a net issuance of 18,232 shares to Mr. Schwab (net value ≈ $232,272 at $12.74). This was a routine vesting/conversion event rather than an open‑market purchase or sale.

Key Details

• Transaction date: February 20, 2026; Form 4 filed February 24, 2026 (filed within the typical 2 business‑day window).
• Conversion totals: 39,766 shares converted from RSUs (reported as derivative conversion, code M).
• Tax withholding: 21,534 shares withheld (code F) at $12.74/share; total withheld value $274,344 (12,936 shares = $164,805; 8,598 shares = $109,539).
• Net shares issued to insider: 18,232 shares (≈ $232,272 at $12.74).
• Shares owned after transaction: not stated in the filing.
• Relevant footnotes: F1 = each RSU = right to one Class A share; F2/F3 = remaining RSUs vest in annual installments through 2027–2029 (see filing for exact schedules).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion here); F = payment of tax liability via share withholding (common, cashless withholding).

Context
This filing reflects vested RSUs being converted into shares with a portion withheld to cover tax obligations — a routine corporate compensation event. Such withholding is not an open‑market sale by the insider and should be interpreted differently from discretionary insider selling or purchasing. No indication of gifts, 10% owner trades, or a 10b5‑1 plan was reported in this transaction.