Fitzgerald Kevin Joseph 4

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.