News & Events

The filing describes a stock and option plan approval, not a management change.

Results of Operations and Financial Condition. On May 4, 2026, Vertex Pharmaceuticals Incorporated (the "Company") issued a press release in which it reported its consolidated financial results for the three months ended March 31, 2026. A copy of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information set forth in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchan…

Director — Suketu Upadhyay: Mr. Upadhyay is leaving the Board due to scheduling conflicts with his new role at Incyte Corporation.

Results of Operations and Financial Condition. On February 12, 2026, Vertex Pharmaceuticals Incorporated (the "Company") issued a press release in which it reported its consolidated financial results for the three and twelve months ended December 31, 2025. A copy of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information set forth in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of t…

Other Events. The Board of Directors of Vertex Pharmaceuticals Incorporated (the “Company”) has authorized an additional program to repurchase up to $4.0 billion of the Company’s common stock (the “2025 Repurchase Program”). The 2025 Repurchase Program does not have an expiration date and can be discontinued at any time. Under the 2025 Repurchase Program, the Company may repurchase stock from time to time, subject to general business and market conditions and other investment opportunities, o…

Entry into a Material Definitive Agreement. On August 15, 202 4, Vertex Pharmaceuticals Incorporated, a Massachusetts corporation ("Vertex"), and SNH Seaport LLC, a Delaware limited liability company, entered into amendments (the "Headquarters Lease Amendments") to Vertex's leases of 50 Northern Avenue, Boston, MA, dated May 5, 2011 (the "50 Northern Avenue Lease") and 11 Fan Pier Boulevard, Boston, MA, dated May 5, 2011 (together with the 50 Northern Avenue Lease, the "Headquarters Leases")…

Other Events. As previously disclosed, on May 20, 2024, Vertex Pharmaceuticals Incorporated (“Vertex”) completed its acquisition of Alpine Immune Sciences, Inc. (“Alpine”) for approximately $5.0 billion in cash (the “Alpine Acquisition”). Vertex expects to account for the Alpine Acquisition as an asset acquisition. Based on this determination, Vertex expects to record a one-time, non-deductible, Acquired In-Process Research & Development (“AIPR&D”) expense of approximately $4.4 billion during…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On December 5, 2023, Nancy Thornberry was appointed as a new member of the board of directors (the “Board”) of Vertex Pharmaceuticals Incorporated (the “Company”). In connection with the appointment of Ms. Thornberry, the size of the Board was increased from ten to eleven members. Ms. Thornberry served as the Chief Executive Officer of Kallyope…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On October 3, 2023, Michel Lagarde was appointed as a new member of the board of directors (the “Board”) of Vertex Pharmaceuticals Incorporated (the “Company”), effective on October 5, 2023. In connection with the appointment of Mr. Lagarde, the size of the Board was increased from nine to ten members. Mr. Lagarde is the Executive Vice Presiden…

Entry into a Material Definitive Agreement. On July 1, 2022 (the “Closing Date”), Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (the “Company” or “we”), entered into a Credit Agreement (the “2022 Credit Agreement”), with Vertex Pharmaceuticals (Europe) Limited, a private limited company incorporated in England and Wales and a wholly-owned subsidiary of the Company, as a co-borrower, Vertex Pharmaceuticals (Ireland) Limited, a private company limited by shares incorporated i…

Termination of a Material Definitive Agreement On the Closing Date, we terminated and repaid all outstanding obligations under our existing credit agreement, dated as of September 17, 2019, as amended, with certain subsidiaries party thereto as co-borrowers and/or guarantors, the lenders and issuing banks party thereto, and Bank of America, N.A., as administrative agent (the “2019 Credit Agreement”). In connection with the termination of the 2019 Credit Agreement, all guarantees thereunder we…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information disclosed under

Other Events. On May 19, 2022, Vertex Pharmaceuticals Incorporated (“Vertex”) and Catalyst Biosciences, Inc. (“Seller”) entered into and consummated an Asset Purchase Agreement, pursuant to which Vertex acquired Catalyst’s complement portfolio and related intellectual property, including CB 2782-PEG (the “Transferred Assets”). In consideration for the purchase of the Transferred Assets, Vertex will pay to Seller a total of $60 million in cash. Vertex expects to record the $60 million purchase…

Other Events. The Board of Directors of Vertex Pharmaceuticals Incorporated (the “Company”) has authorized a program to repurchase up to $1.5 billion of the Company’s common stock through December 31, 2022 (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase stock from time to time, subject to general business and market conditions and other investment opportunities, on the open market or through privately negotiated transactions, including through Rule 10b5-1…