VERTEX PHARMACEUTICALS INC MA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

VERTEX PHARMACEUTICALS INCORPORATED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

A Letter from our Executive Chairman and Chief Executive Officer

Dear Shareholders:

2023 was a transformative year for Vertex. We extended our leadership in cystic fibrosis (“CF”), expanded into new disease areas with CASGEVY regulatory approvals and commercial launches for severe sickle cell disease (“SCD”) and transfusion-dependent beta thalassemia (“TDT”) in multiple regions, and continued the rapid advancement of our broad pipeline, which offers the potential for multiple commercial launch opportunities in disease areas outside of CF over the next few years. We believe that these important advances in 2023, combined with our continued excellent financial performance, fuel a new era of medical and commercial diversification for Vertex and significant value creation for patients and shareholders alike.

Net product revenues from our CF medicines grew to $9.87 billion in 2023, representing an 11% increase from 2022. We continued to invest significantly in innovation — both internal and external — to support our differentiated research and development (“R&D”) approach, focused on validated targets that address causal human biology, biomarkers that translate from bench to bedside, efficient development and regulatory pathways, and product candidates with transformative potential. Our differentiated R&D strategy has continued to deliver. We have obtained approvals for the first CRISPR/Cas9 gene-edited cell therapy in the world for the treatment of SCD and TDT and we have also delivered positive Phase 3 results for VX-548, our novel NaV1.8 pain signal inhibitor in acute pain, and for our triple combination of vanzacaftor/tezacaftor/deutivacaftor in CF. Our programs in neuropathic pain, APOL1-mediated kidney disease, and type 1 diabetes have all passed the proof-of-concept stage and represent additional multi-billion-dollar market potential. In total, our clinical-stage pipeline now spans 10 disease areas and multiple modalities, including small molecules, oligonucleotides, and cell and genetic therapies.

Along with developing and commercializing transformative medicines for people with serious diseases, we continue to support patients, our local communities, and our employees. Last year, Vertex celebrated its 15 th Global Day of Service, with participation by 60% of employees contributing nearly 8,300 hours of volunteer work across more than 125 projects with 73 non-profit groups. In addition, Vertex and the Vertex Foundation provided more than $42 million in charitable donations, with a focus on education, innovation, health, and our local communities. We remain committed to recruiting, retaining, and developing highly talented employees from a diverse range of backgrounds, promoting our employees’ continued well-being and professional development, and nurturing our unique culture, which has enabled us to deliver multiple transformative medicines to patients. Our efforts continue to be recognized externally, and in 2023, Vertex was named toFortune100 Best Companies to Work For® 2023,ForbesBest Employers for Diversity 2023, and 2023PEOPLE® Companies that Care.

In summary, consistent execution of our R&D and corporate strategy continues to deliver strong and durable financial results, setting up significant and sustainable long-term growth for the business. We are treating more people with CF around the world and are working to translate the historic regulatory approvals for CASGEVY in SCD and TDT into real world patient benefit. We are also preparing for additional potential near-term submissions, approvals, and launches, including for vanzacaftor/tezacaftor/deutivacaftor in CF and VX-548 in acute pain, both of which have the potential to dramatically improve patient lives and represent significant opportunities for Vertex. In parallel, we are progressing the next wave of innovation and look forward to bringing additional first-in-class or best-in-class medicines to people living with serious diseases. This is an extraordinarily exciting time for Vertex and, as Executive Chairman and Chief Executive Officer, we are committed to the continued successful execution of our serial innovation strategy to drive exceptional results for patients, the medical community, and our shareholders.