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VRTXVertex Pharmaceuticals

Health care · Pharmaceuticals · Nasdaq
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The 10-K against last year's

1217 changes: 826 added, 345 removed, 46 reworded

10-K Feb 13, 2026 vs Feb 13, 2025
Risk FactorsRedline ↓
91.5%
of the text changed · 9,755 words now
86.4%
of the text changed · 7,976 words now

10-K 0000875320-26-000056 (2026-02-13) vs 10-K 0000875320-25-000053 (2025-02-13) Not compared: Legal Proceedings, Accounting Policies.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 217 words changed in this paragraph; it is 37% similar to last year's version.
Expenses Total Revenues In 2025, our total revenues increased to $12.0 billion as compared to $11.0 billion in 2024, primarily due to continued strong demand for TRIKAFTA/KAFTRIO as well as contributions from our launches of ALYFTREK, JOURNAVX and CASGEVY. Cost of Sales Our cost of sales as a percentage of our net product revenues decreased from 13.9% in 2024 to 13.8% in 2025 as a result of a lower overall royalty rate for our CF medicines, partially offset by changes in our product mix, and investments in network expansion and manufacturing process improvements. Total R&D and SG&A Our total research and development (“R&D”), (“R&D”) and selling, general and administrative (“SG&A”) Expenses expenses increased to $5.7 billion in 2025 as compared to $5.1 billion in 2024 as compared to $4.3 billion in 2023, 2024, primarily due to continued increased investment to support additional therapies in mid-to-late stage development commercialize our new products and increased commercial investments to support launches of advance our therapies globally. R&D pipeline. AIPR&D Expenses In 2024, total 2025, our acquired in-process research and development expenses (“AIPR&D”) of $4.6 billion $133.0 million included various upfront and milestone payments related to our collaboration and in- licensing arrangements. In 2024, AIPR&D included $4.4 billion related to resulting from our acquisition of Alpine Immune Sciences, Inc. (“Alpine”). Cost (“Alpine”), which was accounted for as an asset acquisition. Cash Our total cash, cash equivalents and marketable securities increased to $12.3 billion as of sales were 14% of our net product revenues in 2024 December 31, 2025 as compared to 13% in 2023, with the increase $11.2 billion as of December 31, 2024 primarily due to costs associated with CASGEVY. cash flows provided by our operating activities partially offset by repurchases of our common stock.

Source: Item 7, 10-K 0000875320-26-000056 vs Item 7, 10-K 0000875320-25-000053

Risk Factors 96 words changed in this paragraph; it is 31% similar to last year's version.
We are subject to ongoing tax audits in various jurisdictions, and local tax authorities may disagree with certain positions we have taken and assess additional taxes. We regularly assess the probable outcomes of these audits to determine the appropriateness of our tax provision, and we have established contingency reserves for material tax exposures. However, there can be no assurance that we will accurately predict the outcomes of these disputes or other tax audits or that issues raised by tax authorities will be resolved at a financial cost that does not exceed our related reserves and the actual outcomes of these disputes and other tax audits could have a material impact on our results of operations or financial condition.

Source: Item 1A, 10-K 0000875320-26-000056 vs Item 1A, 10-K 0000875320-25-000053

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of VRTX's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-13. Each links to the text at sec.gov.

RemovedRisk Factors
Investing in our common stock involves a high degree of risk, and you should carefully consider the risks and uncertainties described below in addition to the other information included or incorporated by reference in this Annual Report on Form 10-K. If any of the following risks or uncertainties actually occurs, our business, financial condition or results of operations would likely suffer, possibly materially. In that case, the trading price of our common stock could decline.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
Our business is subject to numerous risks and uncertainties, discussed in more detail in the following section. These risks include, among others, the following key risks:

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
•If our competitors bring products with superior product profiles to market, our products may not be competitive, and our revenues could decline.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
•If physicians and patients do not accept our products, or if patients do not remain on treatment or comply with their prescribed dosing regimen, our product revenues would decline in future periods.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
•Cell and genetic therapies face increased scrutiny from the public and medical communities and commercial success will depend, in part, upon the acceptance of those communities.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
•Government and other third-party payors seek to contain costs of health care through legislative and other means. If they fail to provide coverage and adequate reimbursement rates for our products, our revenues will be harmed.

Read it in 10-K 2025-02-13 at sec.gov ↗

Show the other 16
RemovedRisk Factors
•Current health care laws and regulations in the U.S. and future legislative or regulatory reforms to the U.S. health care system may affect our ability to commercialize our marketed products profitably.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
•We have experienced challenges commercializing products outside of the U.S., and our future revenues will be dependent on our ability to obtain adequate reimbursement for our products in ex-U.S. markets.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
•Our product candidates remain subject to clinical testing and regulatory approval, and our future success is dependent on our ability to successfully develop additional product candidates for both CF and non-CF indications.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
We are a global biotechnology company that invests in scientific innovation to create transformative medicines for people with serious diseases, with a focus on specialty markets. We have seven approved medicines: five that treat the underlying cause of cystic fibrosis (“CF”), a life-threatening genetic disease, one that treats severe sickle cell disease (“SCD”) and transfusion dependent beta thalassemia (“TDT”), life shortening inherited blood disorders, and one that treats moderate-to-severe acute pain. Our clinical-stage pipeline includes programs in CF, SCD, beta thalassemia, acute and peripheral neuropathic pain, APOL1-mediated kidney disease, IgA nephropathy and other autoimmune renal diseases and cytopenias, type 1 diabetes, myotonic dystrophy type 1, and autosomal dominant polycystic kidney disease.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
In December 2024, the U.S. Food and Drug Administration (the “FDA”) approved ALYFTREK (vanzacaftor/tezacaftor/deutivacaftor), our once-daily next-in-class triple combination for the treatment of people with CF 6 years of age and older, and our fifth CF medicine. Collectively, our five medicines, led by TRIKAFTA/KAFTRIO (elexacaftor/tezacaftor/ivacaftor and ivacaftor), are being used to treat nearly three quarters of the approximately 94,000 people with CF in the U.S., Europe, Australia, and Canada. Through approvals of new medicines, label expansions, and expanded reimbursement, we are focused on increasing the number of people with CF who are eligible and able to receive our medicines. In December 2024, the FDA approved the expanded use of TRIKAFTA for the treatment of people with CF 2 years of age and older who have at least one F508del mutation in the cystic fibrosis transmembrane conductance regulator (“CFTR”) gene or a mutation that is responsive to TRIKAFTA. With this approval, 94 additional non-F508del CFTR mutations have been added to the TRIKAFTA label, and approximately 300 additional people with CF in the U.S. are now eligible for TRIKAFTA. In addition, we are evaluating our CF medicines in additional patient populations, including younger children, with the goal of having small molecule treatments for all people who have at least one mutation in their CFTR gene that is responsive to our CFTR modulators. We also are pursuing messenger ribonucleic acid (“mRNA”) and genetic therapies for people with CF who do not make full-length CFTR protein and, as a result, cannot benefit from our current CF medicines.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
CASGEVY (exagamglogene autotemcel), our ex-vivo, non-viral CRISPR/Cas9 gene-edited cell therapy, is approved in the U.S., the European Union (“E.U.”), the United Kingdom (“U.K.”), the Kingdom of Saudi Arabia (“Saudi Arabia”), the Kingdom of Bahrain (“Bahrain”), the United Arab Emirates (the “UAE”), Switzerland and Canada for the treatment of people 12 years of age and older with SCD or TDT. We estimate approximately 60,000 people with severe SCD or TDT are or could become eligible for CASGEVY in the U.S., Canada, Europe, Saudi Arabia, and Bahrain.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
In January 2025, the FDA approved JOURNAVX, our selective non-opioid NaV1.8 pain signal inhibitor, for the treatment of people with moderate-to-severe acute pain. We have begun our commercial launch of JOURNAVX in the U.S. for eligible adults. In addition, we are enrolling and dosing patients in a Phase 3 clinical trial evaluating suzetrigine for the treatment of diabetic peripheral neuropathy, a common form of peripheral neuropathic pain. In December 2024, we announced Phase 2 clinical trial results showing that treatment with suzetrigine demonstrated a statistically significant and clinically meaningful within-group reduction in pain on the numeric pain rating scale for people with lumbosacral radiculopathy (“LSR”), a form of peripheral neuropathic pain. The clinical trial also included a placebo reference arm, which showed a similar within-group reduction. Suzetrigine was safe and generally well-tolerated in the Phase 2 clinical trial. We hypothesize that a high placebo response in this clinical trial led to a lack of separation of the suzetrigine and placebo response curves. We believe we can innovate in pain clinical trial design to better control the placebo effect, and succeed in pivotal development with suzetrigine. We plan to advance suzetrigine into pivotal development in LSR, pending discussions with regulators on trial design and the regulatory package.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
We expect to grow our CF business by increasing the number of people with CF who are eligible and able to receive our medicines. We have revised estimates for the number of people with CF in the U.S., Europe, Australia, and Canada from approximately 92,000 to approximately 94,000 people. Additionally, we continue to secure formal reimbursement in multiple additional countries that collectively comprise approximately 15,000 additional people with CF. Approximately 10,000 of those additional people with CF are eligible for treatment with CFTR modulators. We previously served many of these markets through named patient sales.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•In December 2024, the FDA approved ALYFTREK (vanzacaftor/tezacaftor/deutivacaftor), the once-daily next-in-class combination CFTR modulator for the treatment of people with CF 6 years of age and older who have at least one F508del mutation or another mutation in the CFTR gene that is responsive to ALYFTREK, which includes a total of 303 CFTR mutations. Regulatory submissions for ALYFTREK, including in the U.K., the E.U., Canada, Switzerland, Australia, and New Zealand, are currently under review.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•In December 2024, the FDA approved the expanded use of TRIKAFTA for the treatment of people with CF with 94 additional non-F508del CFTR mutations. TRIKAFTA is now approved in the U.S. for a total of 272 CFTR mutations. We have also submitted regulatory applications to the European Medicines Agency (“EMA”) for TRIKAFTA/KAFTRIO for the treatment of people with CF and rare responsive mutations.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•We entered into an extended long-term reimbursement agreement with NHS England providing access to KAFTRIO, SYMKEVI and ORKAMBI, and continued access to KALYDECO, for existing and future eligible CF patients in England. We have entered into similar reimbursement agreements in Wales, Northern Ireland and Scotland. These reimbursement agreements include access to any future license extensions of these medicines.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•We have activated more than 50 authorized treatment centers globally, and more than 50 patients have initiated cell collection. We expect significant growth in the number of new patients initiating cell collection throughout 2025.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•In January 2025, the FDA approved JOURNAVX for the treatment of moderate-to-severe acute pain in adults. We are working to secure broad stocking agreements for JOURNAVX with national retail pharmacies and regional pharmacy chains. We expect to begin shipping JOURNAVX to pharmacies nationwide by the end of February, with retail availability beginning shortly thereafter.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
•We expect that JOURNAVX will be qualified for the add-on payment under the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act, which provides for a separate payment in the hospital outpatient or surgical center setting for FDA-approved non-opioid treatments for pain.

Read it in 10-K 2025-02-13 at sec.gov ↗

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