Vertex (VRTX) director receives new deferred stock unit grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Upadhyay Suketu reported acquisition or exercise transactions in this Form 4 filing.

Vertex Pharmaceuticals director Suketu Upadhyay received a grant of 80.508 deferred stock units on common stock, recorded at a reference price of $442.50 per unit. Following this award, he holds a total of 2,799.156 deferred stock units.

Each deferred stock unit represents one share of common stock and will be paid in stock upon the earliest of his termination from the board, a company change of control, or his disability or death. This is a compensation-related award rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Upadhyay Suketu

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	80.508	$442.50	$36K

Holdings After Transaction: Deferred Stock Units — 2,799.156 shares (Direct)

Footnotes (1)

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Key Figures

Deferred stock units granted: 80.508 units Reference price per unit: $442.50 per unit Total deferred stock units after grant: 2,799.156 units +1 more

4 metrics

Deferred stock units granted 80.508 units Grant to director on 2026-04-15

Reference price per unit $442.50 per unit Value used for deferred stock unit award

Total deferred stock units after grant 2,799.156 units Director’s holdings following the reported transaction

Conversion or exercise price $0.00 Deferred stock units convert to common stock at no exercise cost

Key Terms

Deferred Stock Units, change of control, board of directors, disability or death

4 terms

Deferred Stock Units financial

"Each deferred stock unit represents one share of common stock"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

change of control financial

"upon the earliest to occur of ... a change of control of our company"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

board of directors financial

"termination of Mr. Upadhyay's service on our board of directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

disability or death financial

"and (iii) Mr. Upadhyay's disability or death"

Form 4 Insider Transactions: What Each Field Means →

04/17/2026 - 04:20 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Upadhyay Suketu

(Last)

(First)

(Middle)

C/O VERTEX PHARMACEUTICALS INCORPORATED

50 NORTHERN AVENUE

(Street)

BOSTON

MASSACHUSETTS

02210

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
VERTEX PHARMACEUTICALS INC / MA [ VRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽¹⁾	04/15/2026		A		80.508		⁽¹⁾	⁽¹⁾	Common Stock	80.508	$442.5	2,799.156	D

Explanation of Responses:

1. Each deferred stock unit represents one share of common stock and is paid out in common stock upon the earliest to occur of (i) termination of Mr. Upadhyay's service on our board of directors, (ii) a change of control of our company and (iii) Mr. Upadhyay's disability or death.

Remarks:

	/s/ Christiana Stevenson, Attorney-in-Fact	04/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Vertex (VRTX) director Suketu Upadhyay report in this Form 4?

Suketu Upadhyay reported receiving 80.508 deferred stock units tied to Vertex common stock. These units are part of his director compensation and increase his total deferred stock unit holdings to 2,799.156, without involving any open-market stock purchase or sale.

How many Vertex (VRTX) deferred stock units does Suketu Upadhyay now hold?

After this grant, Suketu Upadhyay holds 2,799.156 deferred stock units. Each unit represents one share of Vertex common stock, to be settled in stock in the future when specified trigger events occur, rather than being immediately deliverable or tradable shares today.

At what price were Suketu Upadhyay’s Vertex (VRTX) deferred stock units recorded?

The 80.508 deferred stock units were recorded at $442.50 per unit. This reference price reflects the underlying common stock value used for the award calculation and reporting, not a cash exercise price, since the units have a zero conversion or exercise cost.

When will Suketu Upadhyay’s Vertex (VRTX) deferred stock units be paid out?

The deferred stock units will be paid in Vertex common stock at the earliest of his termination from the board, a company change of control, or his disability or death. Until then, they remain deferred compensation rather than immediately issued shares.

Does this Vertex (VRTX) Form 4 show an open-market stock purchase or sale?

No, the Form 4 reports a compensation-related grant of deferred stock units, coded as an acquisition under transaction code A. It does not reflect Upadhyay buying or selling Vertex shares in the open market, but rather receiving equity-based director compensation.