VRTXVertex Pharmaceuticals
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. 10-K, Item 1
Deals between VRTX and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-02 reports that the one filed 2025-04-03 did not, quoted as filed.
New this year
1 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-03.
“persons are governed by our written Related Party Transaction Policy. Pursuant to this policy, related party transactions include transactions, arrangements or relationships in which our company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% shareholders or their immediate family members, whom we refer to as related persons, has a direct or indirect material interest, except where disclosure of such transaction would not be required pursuant to Item 404(a) of Regulation S-K. As appropriate for the circumstances, our audit committee reviews and considers the related person’s interest in the related party transaction and such other factors as it deems appropriate. In 2025, we had one transaction considered to be a related party transaction pursuant to Item 404(a) of Regulation S-K: our Chief Operating and Financial Officer’s daughter is employed by the Company in a non-executive position and received approximately $155,000 in total compensation in 2025. In addition, she participated in our employee benefit plans on the same basis as other similarly situated employees in 2025.”
Read it in the proxy ↗
No longer reported 3 paragraphs of the proxy filed 2025-04-03 with nothing like them this year
• address risks arising from related person transactions; and“assist our board’s oversight of our Code of Conduct, related policies and procedures, and ongoing compliance matters as needed.”
Read it in last year's proxy ↗
• address risks arising from related person transactions; and“Our independent registered public accounting firm reports directly to, and is held accountable by, our audit committee in connection with the audit of our annual financial statements and related services.”
Read it in last year's proxy ↗
• address risks arising from related person transactions; and“Mr. Upadhyay, chair of our audit committee, and Messrs. Lagarde and Carney, members of the audit committee, each qualify as an “audit committee financial expert” as that term is defined in applicable rules and regulations of the SEC, and each is independent according to the applicable listing standards of Nasdaq and SEC rules. The report of the audit committee appears on page 46 of this proxy statement.”
Read it in last year's proxy ↗
The whole section 1 paragraphs, proxy filed 2026-04-02
“persons are governed by our written Related Party Transaction Policy. Pursuant to this policy, related party transactions include transactions, arrangements or relationships in which our company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% shareholders or their immediate family members, whom we refer to as related persons, has a direct or indirect material interest, except where disclosure of such transaction would not be required pursuant to Item 404(a) of Regulation S-K. As appropriate for the circumstances, our audit committee reviews and considers the related person’s interest in the related party transaction and such other factors as it deems appropriate. In 2025, we had one transaction considered to be a related party transaction pursuant to Item 404(a) of Regulation S-K: our Chief Operating and Financial Officer’s daughter is employed by the Company in a non-executive position and received approximately $155,000 in total compensation in 2025. In addition, she participated in our employee benefit plans on the same basis as other similarly situated employees in 2025.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on VRTX in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
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