Rowland Bryan T.R. 4

What Happened

• Bryan T.R. Rowland, General Counsel of Vertex, converted/exercised derivative awards on 2026-02-10 to acquire 4,088 shares (exercise price $0.00), reflecting conversion of restricted stock units (RSUs).
• As payment of tax liability, 1,341 of those shares were surrendered/withheld at $14.88 per share for a value of $19,954. Net result: 2,747 additional shares retained by the insider.
• This was a conversion of vested awards (no cash exercise price) with a portion withheld to satisfy taxes — a routine tax-withholding disposition rather than an open-market sale.

Key Details

• Transaction date: 2026-02-10; Form filed: 2026-02-12 (timely).
• Items reported: M = exercise/conversion of derivative for 4,088 shares @ $0.00 (acquired); F = payment of tax liability via surrender of 1,341 shares @ $14.88 (disposed) totaling $19,954.
• Net shares received after withholding: 2,747 (4,088 acquired − 1,341 withheld).
• Footnotes: F1 notes 460 of the shares were acquired through the Company’s Employee Stock Purchase Plan; F2 clarifies each RSU equals one share; F3 states the RSU award was fully vested.
• Filing does not state total beneficial ownership after the transactions in the provided excerpt.

Context

• This appears to be a non-cash conversion/settlement of fully vested RSUs with shares withheld to cover taxes (a common, routine administrative step), not an open-market sale or purchase signal.
• Transaction codes: M = exercise/conversion of derivative; F = tax withholding/payment of liability.
• No indication in the filing that this was a gift, 10% owner transaction, or part of a 10b5-1 plan.