Atkinson Edward Morrow III 4

What Happened

• Edward M. Atkinson III, EVP & Chief Technical Operations Officer at Vertex Pharmaceuticals (VRTX), received a restricted stock unit (RSU) award of 4,962 shares (code A) on 2026-02-17 and simultaneously had shares withheld/ sold to cover taxes and executed additional open-market sales (codes F and S).
• Sales/tax-withholding details: 1,530 shares were surrendered for tax withholding at $483.75/share ($740,138); 2,031 shares were sold open-market at $489.46/share ($994,093) on 2026-02-17; and 817 shares were sold open-market at $473.68/share ($386,997) on 2026-02-18. Total disposed = 4,378 shares for approximately $2,121,228 in proceeds. The RSU award is reported at $0 acquisition price (standard for grants).

Key Details

• Transaction dates & prices:
  • 2026-02-17: RSU award 4,962 shares (A) @ $0.00.
  • 2026-02-17: Tax withholding 1,530 shares (F) @ $483.75 -> $740,138.
  • 2026-02-17: Open-market sale 2,031 shares (S) @ $489.46 -> $994,093.
  • 2026-02-18: Open-market sale 817 shares (S) @ $473.68 -> $386,997.
• Total proceeds from sales/dispositions ≈ $2.12 million; total shares disposed = 4,378.
• Shares owned after the transactions: not specified in the filing.
• Footnotes: RSU vests in installments beginning Feb 20, 2027 (F1). Some sale transactions were executed under Atkinson’s company‑approved Rule 10b5‑1 trading plan established 08/11/2025 (F2).
• Timeliness: Form 4 was filed 2026-02-19 for transactions on 2026-02-17 and 02-18 — the filing appears timely.

Context

• The award (A) was an RSU grant that will vest in the future; the F-coded disposition represents shares withheld to satisfy tax withholding obligations on that award. The S-coded transactions are open-market sales; the filing notes at least some sales were made under a pre-established 10b5‑1 plan, which is a common mechanism for executives to sell shares according to a preset schedule. These are routine insider sales tied to an RSU grant and tax withholding rather than a new purchase signal.