VERTEX PHARMACEUTICALS INC / MA
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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FY2025 · Filed Feb 13, 2026
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
Our policy governing transactions in our securities by our directors, officers, and employees permits our officers,
directors and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. The following table
describes the written plans for the sale of our securities adopted by our directors and officers (as defined in Rule 16a-1(f)
under the Exchange Act) during the fourth quarter of 2025, each of which is intended to satisfy the affirmative defense
conditions of Rule 10b5-1 (each, a “Trading Plan”). Other than as described in the table below, none of our directors or
officers adopted, modified orterminated a Trading Plan in the fourth quarter of 2025.
| Name and Title | Date of Adoption of Trading Plan | Scheduled Expiration Date of Trading Plan(1) | Maximum Shares Subject to Trading Plan |
|---|---|---|---|
| Reshma KewalramaniChief Executive Officer and President | 11/17/2025 | 11/16/2026 | 40,000 |
| Amit SachdevEVP, Chief Patient and External Affairs Officer | 11/18/2025 | 10/30/2026 | 70,498(2) |
| Carmen BozicEVP, Global Medicines Development and Medical Affairs, Chief Medical Officer | 11/20/2025 | 11/02/2026 | 34,733(2) |
| Duncan McKechnieEVP, Chief Commercial Officer | 11/25/2025 | 11/13/2026 | 17,367(2) |
| (1) A Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan. | |||
| (2) The maximum shares listed has not been reduced by the number of shares of common stock that will be withheld to satisfy tax withholding obligations at future vesting dates because such number of shares is not yet determinable. | |||
2026 Restated Articles of Organization
On February 12, 2026, the Company filed Restated Articles of Organization with the Secretary of the Commonwealth of
Massachusetts to consolidate its Articles of Organization and all prior amendments and to remove references to the Series A
Junior Participating Preferred Stock, which is no longer outstanding. The restatement was effected for clarity only and did not
result in any changes to the rights of holders of the Company’s common stock.
A copy of the Restated Articles of Organization is filed as Exhibit 3.1 to this Annual Report on Form 10-K and is
incorporated herein by reference.
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