VRTX: Leadership change

Item 5.02 Departure of Directors of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On October 20, 2026, Daniel Brennan 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 Mr. Brennan, the size of the Board was increased from ten to eleven members. Mr. Brennan also has joined our Audit and Finance Committee. Mr. Brennan served as the Executive Vice President, Chief Financial Officer of Boston Scientific Corporation, a medical device and healthcare technology company, from January 2014 until his retirement in June 2025. He was the Senior Vice President, Corporate Controller from 2010 through 2013 and, prior to that role, he held various roles of increasing responsibility within the finance function from 1996 through 2009. Mr. Brennan has served on the board of directors of Waters Corporation, a publicly listed company focused on the development of analytical instruments and software, since November 2022, and he has served on the board of directors of Madrigal Pharmaceuticals, a publicly traded biopharmaceutical company, since August 2025. Mr. Brennan previously served on the board of directors of Nuance Corporation, a publicly traded communication company, until it was acquired by Microsoft Corporation in March 2022. He holds a B.S. in Finance and Investments and an M.B.A. from Babson College and is also a certified public accountant. Upon joining the Board on October 20, 2026, Mr. Brennan received a $400,000 restricted stock unit award that will vest in October 2027. Additional information regarding compensation policies for non-employee directors can be found in Exhibit