Fitzgerald Kevin Joseph 4
4 · ALNYLAM PHARMACEUTICALS, INC. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Alnylam (ALNY) CSO Kevin Fitzgerald Sells $1.285M Stock; Receives Award
What Happened
- Kevin Joseph Fitzgerald, CSO & EVP, Head of Research at Alnylam, had 4,000 shares issued on 2026-02-12 upon partial vesting of a 2023 performance-based PSU grant and then sold those 4,000 shares in two open-market transactions: 1,959 shares on 2026-02-13 (weighted avg $310.08, proceeds $607,448) and 2,041 shares on 2026-02-17 (weighted avg $331.96, proceeds $677,532). Total proceeds from the sales: $1,284,980.
- These were not purchases; they were sales of vested award shares. Some or all sales were automatic/plan-driven (see footnotes) rather than opportunistic market buys.
Key Details
- Transaction dates & prices:
- 2026-02-12: Award of 4,000 shares (PSU vesting; acquisition price $0.00).
- 2026-02-13: Sale of 1,959 shares — weighted avg price $310.08 (range $302.55–$314.60); proceeds $607,448. (F3)
- 2026-02-17: Sale of 2,041 shares — weighted avg price $331.96 (range $329.10–$334.51); proceeds $677,532. (F5)
- Total sold: 4,000 shares for $1,284,980.
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Relevant footnotes:
- F1: Shares came from a PSU granted Feb 27, 2023; 40% vested upon Alnylam publicly reporting FY2025 non-GAAP operating income on Feb 12, 2026.
- F2: Some shares were automatically sold to cover minimum statutory tax withholding (mandatory sell-to-cover).
- F4: The 2/17 sale was executed under a pre-established Rule 10b5-1 trading plan (adopted Aug 14, 2025).
- Filing: Form 4 filed 2026-02-17 reporting the Feb 12–17 activity; timing appears consistent with Form 4 reporting rules (filed within the expected business-day window).
Context
- These sales resulted from vesting of performance-based restricted stock units (PSUs) and include automatic sell-to-cover and a Rule 10b5-1 planned sale. Sales of vested awards for tax withholding or under 10b5-1 plans are common and do not by themselves indicate management sentiment about the company’s outlook.
- For retail investors, the notable facts are (1) the shares originated from PSU vesting tied to FY2025 performance and (2) the sales were at market prices in two tranches totaling ~$1.285M.
Insider Transaction Report
Form 4
Fitzgerald Kevin Joseph
CSO & EVP, Head of Research
Transactions
- Award
Common Stock
[F1]2026-02-12+4,000→ 25,264 total - Sale
Common Stock
[F2][F3]2026-02-13$310.08/sh−1,959$607,448→ 23,305 total - Sale
Common Stock
[F4][F5]2026-02-17$331.96/sh−2,041$677,532→ 21,264 total
Holdings
- 537(indirect: by Managed Account)
Common Stock
[F6]
Footnotes (6)
- [F1]On February 27, 2023, the reporting person was granted a performance-based stock unit (PSU) under the 2018 Stock Incentive Plan. The shares subject to the PSU vest based on the achievement of three specified performance measures. The shares reported were issued to the reporting person upon vesting of forty (40) percent of the shares subject to the PSU based on the issuer publicly reporting the achievement of non-GAAP operating income for fiscal year 2025 on February 12, 2026, as determined by the People, Culture and Compensation Committee of the Issuer Board of Directors.
- [F2]Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the award agreement to cover minimum statutory tax withholding obligations.
- [F3]The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $302.55 to $314.60. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- [F4]This transaction was made pursuant to a Rule 10b5-1 (c) trading plan adopted by the Reporting Person on August 14, 2025.
- [F5]The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $329.10 to $334.51. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- [F6]Reflects shares of ALNY common stock acquired by the Reporting Person under the issuer 401(k) plan as a result of the issuer 401(k) matching contribution program.
Signature
By: Brett Budzinski, Attorney-in-Fact For: Kevin Fitzgerald|2026-02-17