We are authorized to issue 500.0 million shares of common stock. Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive dividends, if and when declared by our Board of Directors, and to share ratably in our assets legally available for distribution to our shareholders in the event of liquidation. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The holders of common stock do not have cumulative voting rights.

We are authorized to issue 1.0 million shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating, option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by our shareholders. As of December 31, 2024 and 2023, we had no shares of preferred stock issued or outstanding.

In February 2023, our Board of Directors approved a share repurchase program, pursuant to which we are authorized to repurchase up to $3.0 billion of our common stock. This program does not have an expiration date and can be discontinued at any time. In 2024 and 2023, we repurchased 2.7 million and 1.3 million shares of our common stock, respectively, under this program for an aggregate of $1.2 billion and $427.6 million, respectively. As of December 31, 2024, we had $1.4 billion remaining authorization under this program.

The purpose of each of our stock and option plans is to attract, retain and motivate our employees, consultants and directors. Awards granted under these plans can be nonstatutory stock options (“NSOs”), incentive stock options (“ISOs”), RSUs including PSUs, restricted stock (“RSs”), or other equity-based awards, as specified in the individual plans.

Shares issued under all of our plans are funded through the issuance of new shares. The following table contains information about our equity plans:

As of December 31, 2024

Title of Plan

Group Eligible

Type of Award Granted

Awards Outstanding

Additional Awards Authorized for Grant

(in thousands)

2013 Stock and Option Plan

Employees, Non-employee Directors and Consultants

NSO, RS, RSU and PSU

5,130

13,758

2006 Stock and Option Plan

Employees, Non-employee Directors and Consultants

NSO, RS and RSU

—

Total

5,144

13,758


	Restricted Stock Units (excluding PSUs)
	Number of Shares	Weighted-average Grant-date Fair Value
	(in thousands)	(per share)
Unvested at December 31, 2023	2,962	$	287.41
Granted	1,375	$	444.98
Vested	(1,482)	$	271.97
Cancelled	(167)	$	354.27
Unvested at December 31, 2024	2,688	$	372.54

The total fair value of restricted stock units that vested during 2024, 2023 and 2022 (measured based on the market price of our common stock on the date of vesting) was $666.0 million, $433.4 million and $372.5 million, respectively.

The potential range of shares issuable pursuant to our PSU awards range from 0% to 200% of the target shares based on financial and non-financial measures. For the majority of our PSU awards, 50% of PSUs that could be earned have a one-year performance period with the amount actually earned dependent upon our financial performance and with vesting of the earned shares in three equal installments over a three-year period. For these same PSU awards, the remaining 50% of PSUs that could be earned have approximately a three-year performance period with the amount earned dependent upon the achievement of multiple clinical development milestones and with the earned shares cliff vesting at the end of the performance period.


	Performance-Based RSU
	Number of Units	Weighted-average Grant-date Fair Value
	(in thousands)	(per share)
Unvested at December 31, 2023 (1)	1,195	$	247.12
Granted (2)	476	$	444.55
Vested	(773)	$	231.64
Cancelled	(36)	$	317.18
Unvested at December 31, 2024	862	$	346.01

(1) “Unvested” represents our PSUs at target to the extent performance has not been certified plus the actual number of shares that continue to be subject to service conditions for which the performance has been achieved and certified.
(2) “Granted” represents (i) the target number of shares issuable for grants during 2024 and (ii) any change in the number of shares issuable pursuant to outstanding PSUs based on performance certification during 2024.

The total fair value of PSUs that vested during 2024, 2023 and 2022 (measured on the date of vesting) was $347.1 million, $160.4 million and $98.7 million, respectively.

All options granted under our 2013 Stock and Option Plan (“2013 Plan”) and 2006 Stock and Option Plan (“2006 Plan”) were granted with an exercise price equal to the fair value of the underlying common stock on the date of grant. As of December 31, 2024, we are only authorized to make new equity awards under our 2013 Plan. Under the 2013 Plan, no stock

options can be awarded with an exercise price less than the fair market value on the date of grant. All options awarded under our stock and option plans expire not more than 10 years from the grant date. In each of the three years ended December 31, 2024, we only granted stock options to certain of our non-employee directors.


	Stock Options	Weighted-average Exercise Price		Weighted-average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)	(per share)		(in years)	(in millions)
Outstanding at December 31, 2023	1,940	$	151.37
Granted	14	$	399.71
Exercised	(360)	$	139.07


Outstanding at December 31, 2024	1,594	$	156.36	3.21	$	392.6
Exercisable at December 31, 2024	1,594	$	156.36	3.21	$	392.6

The aggregate intrinsic value in the table above represents the total pre-tax amount, net of exercise price, that would have been received by option holders if all option holders had exercised all options with an exercise price lower than the market price on the last business day of 2024, which was $402.70 based on the closing price of our common stock on that date.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during 2024, 2023 and 2022 was $112.8 million, $128.4 million and $157.2 million, respectively. The total cash we received as a result of stock option exercises during 2024, 2023 and 2022 was $50.0 million, $80.8 million and $144.6 million, respectively.


	Options Outstanding and Exercisable
Range of Exercise Prices	Number Outstanding	Weighted-average Remaining Contractual Life	Weighted-average Exercise Price
	(in thousands)	(in years)	(per share)
$86.52–$100.00	393	1.73	$	88.40
$100.01–$150.00	87	1.00	$	124.37
$150.01–$200.00	1,019	3.60	$	172.71
$200.01–$399.71	95	7.14	$	290.47
Total	1,594	3.21	$	156.36

We have an employee stock purchase plan (the “ESPP”). The ESPP permits eligible employees to enroll in a twelve-month offering period comprising two six-month purchase periods. Participants may purchase shares of our common stock, through payroll deductions, at a price equal to 85% of the fair market value of the common stock on the first day of the applicable twelve-month offering period, or the last day of the applicable six-month purchase period, whichever is lower. Purchase dates under the ESPP occur on or about May 14 and November 14 of each year. As of December 31, 2024, there were 1.1 million shares of common stock authorized for issuance pursuant to the ESPP.

We have a 401(k) retirement plan (the “Vertex 401(k) Plan”) in which substantially all of our permanent U.S. employees are eligible to participate. Participants may contribute up to 60% of their annual compensation to the Vertex 401(k) Plan, subject to statutory limitations. We may declare discretionary matching contributions to the Vertex 401(k) Plan. We pay matching contributions in the form of cash. In ex-U.S. markets, we have similar benefit plans. In 2024, 2023 and 2022, we recorded approximately $52.3 million, $43.6 million and $36.4 million of expense related to these plans, respectively.