Rowland Bryan T.R. 4

What Happened

• Rowland Bryan T.R., General Counsel of Vertex, converted restricted stock units (RSUs) into 7,108 shares on February 20, 2026. The conversions are recorded as derivative exercises (code M) at $0.00 per share (RSUs convert to shares without an exercise price).
• To satisfy tax withholding (code F), 1,259 and 976 shares were withheld (total 2,235 shares) at a reported value of $12.74 per share, totaling $28,474. After withholding, Rowland received a net of 4,873 shares.

Key Details

• Transaction date: February 20, 2026.
• Conversions/exercises: 4,133 and 2,975 RSUs converted to shares (total 7,108) at $0.00 (codes M).
• Tax withholding: 1,259 shares ($16,040) and 976 shares ($12,434) withheld (total value $28,474) at $12.74/share (code F).
• Shares owned after transaction: Not reported on this Form 4.
• Footnotes:
  • F1: Each RSU represents a contingent right to one share of Class A common stock.
  • F2/F3: Remaining RSUs vest in scheduled installments in 2027–2029 and have no expiration.
• Filing timeliness: Report filed Feb 24, 2026 for Feb 20 transactions — within the standard two-business-day window.

Context

• This was a routine RSU vesting and share issuance with "sell-to-cover" style withholding to pay taxes, not an open-market sale or a purchase. Such withholding is a common administrative step and does not, by itself, indicate a change in insider sentiment.