S-8 2026 Plan

As filed with the Securities and Exchange Commission on May 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VERTEX PHARMACEUTICALS INCORPORATED

(Exact name of registrant as specified in its charter)




Massachusetts (State or other jurisdiction of incorporation or organization)		04-3039129 (I.R.S. Employer Identification Number)

50 Northern Avenue

Boston, Massachusetts 02210

(Address of Principal Executive Offices)

2026 STOCK AND OPTION PLAN

(Full Title of Plan)

Reshma Kewalramani

Chief Executive Officer

Vertex Pharmaceuticals Incorporated

50 Northern Avenue

Boston, Massachusetts 02210

(617) 341-6100

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting

company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I of Form S-8 will be delivered to participants in

the 2026 Stock and Option Plan (the “2026 Plan”) as specified by Rule 428(b)(1) of the Securities Act of 1933, as

amended (the “Securities Act”).

Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 is included in documents sent or given to participants in the plan

covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Vertex Pharmaceuticals Incorporated (the “Registrant”) with the Securities

and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (including

those portions of the Registrant’s definitive proxy statement for its 2026 annual meeting of shareholders

incorporated by reference therein);

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026;

2026;

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal

year covered by the document referred to in (a) above; and

(e) The description of the Registrant’s common stock, filed as Exhibit 4.1 to the Form 10-K for the fiscal year

ended December 31, 2025, which updates the description contained in the Registrant’s Registration Statement on

Form 8-A (filing date May 30, 1991), and as amended by any amendments or reports filed for the purpose of

updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the

Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K,

including any exhibits included with such information, unless otherwise indicated therein), prior to the filing of a

post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all

securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement

and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall

be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement

contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by

reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be

deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 2.02(b)(4) of the Massachusetts Business Corporations Act (the “MBCA”) provides that a

Massachusetts corporation may, in its articles of organization, eliminate or limit the personal liability of a director

for monetary damages for breach of fiduciary duty notwithstanding any law to the contrary, except for liabilities

involving (i) any breach of duty of loyalty to the corporation or to the shareholders, (ii) acts or omissions not in good

faith, intentional misconduct or knowing violations of law, (iii) certain improper distributions or (iv) any transaction

from which the director derived an improper personal benefit.

Section 8.51 of the MBCA authorizes a Massachusetts corporation to indemnify an individual who is a party

to a proceeding because he or she is a director against liability incurred in the proceeding if (1) (i) such individual

conducted himself/herself in good faith, (ii) such individual reasonably believed that his/her conduct was in the best

interests of the corporation or that his/her conduct was at least not opposed to the best interests of the corporation,

and (iii) in the case of any criminal proceeding, such individual had no reasonable cause to believe that his/her

conduct was unlawful or (2) such individual engaged in conduct for which he or she shall not be liable under a

provision of the articles of organization authorized by Section 2.02(b)(4) of the MBCA.

Section 8.52 of the MBCA provides that a corporation must indemnify a director who is wholly successful, on

the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a

director of the corporation against reasonable expenses incurred by him or her in connection with the proceeding.

Section 8.56 of the MBCA authorizes a corporation to indemnify an officer of the corporation who is a party

to a proceeding because he or she is an officer of the corporation to the same extent as a director and, if he or she is

an officer but not a director, to such further extent as may be provided by the articles of organization, by-laws or a

resolution of the board of directors or contract, except for liability arising out of acts or omissions not in good faith

or which involve intentional misconduct or a knowing violation of law. Section 8.56 of the MBCA requires that a

Massachusetts corporation indemnify an officer of the corporation who was wholly successful, on the merits or

otherwise, in the defense of any proceeding to which such officer was a party because he or she was an officer of the

corporation.

Part D of Article VI of the Restated Articles of Organization of the Registrant provides that no director of the

Registrant shall be personally liable to the Registrant or its shareholders for monetary damages for any breach of

fiduciary duty as a director. Such paragraph provides further, however, that to the extent provided by applicable law

it will not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the

Registrant or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or

a knowing violation of law, (iii) under Section 61 or 62 of the Massachusetts Business Corporation Law, or (iv) for

any transactions from which the director derived an improper personal benefit.

Article V of the Registrant’s Amended and Restated By-laws provides that the Registrant shall indemnify, and

advance funds to pay for or reimburse the reasonable expenses incurred by, its directors and the officers that have

been appointed by the Board of Directors (including persons who serve at the Registrant’s request as a director,

officer, or trustee of another organization in which the Registrant has any interest, direct or indirect, as a

shareholder, creditor, or otherwise or who serve at the Registrant’s request in any capacity with respect to any

employee benefit plan) to the fullest extent permitted by law, and may indemnify, and advance funds to pay for or

reimburse the reasonable expenses incurred by, such other employees and agents as are identified by the Board of

Directors.

Article V of the Registrant’s Amended and Restated By-laws gives the Board of Directors of the Registrant

the power to authorize the purchase and maintenance of insurance, in such amounts as the Board of Directors may

from time to time deem appropriate, on behalf of any person who is or was a director, officer, or agent of the

Registrant, or who is or was serving at the request of the Registrant as a director, officer or agent of another

organization in which the Registrant has any interest, direct or indirect, as a shareholder, creditor or otherwise, or

with respect to any employee benefit plan, against any liability incurred by such person in any such capacity, or

arising out of such person’s status as such agent, whether or not such person is entitled to indemnification by the

Registrant pursuant to Article V or otherwise and whether or not the Registrant would have the power to indemnify

the person against such liability.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.




Exhibit Number	Exhibit Description	Filed with this Registration Statement	Incorporated by Reference herein from- Form or Schedule	Filing Date	SEC File/ Reg. Number
4.1	Restated Articles of Organization of Vertex Pharmaceuticals Incorporated, as amended.		10-K (Exhibit 3.1)	February 13, 2026	000-19319
4.2	Amended and Restated By-laws of Vertex Pharmaceuticals Incorporated.		10-Q (Exhibit 3.2)	February 13, 2025	000-19319
4.3	Specimen stock certificate.		10-K (Exhibit 4.1)	February 15, 2018	000-19319
5.1	Opinion of Ropes & Gray LLP as to the legality of the shares being registered.	X
23.1	Consent of Ernst & Young LLP.	X
23.2	Consent of Ropes & Gray LLP (included as part of Exhibit 5.1).	X
24.1	Power of Attorney to file future amendments (set forth on signature page of this Registration Statement).	X
99.1	Vertex Pharmaceuticals Incorporated 2026 Stock and Option Plan.	X
107	Filing Fee Table.	X

Item 9. Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this

Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration

Statement (or the most recent post-effective amendment thereof) which, individually or in the

aggregate, represent a fundamental change in the information set forth in the Registration

Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered

(if the total dollar value of securities offered would not exceed that which was registered) and any

deviation from the low or high end of the estimated maximum offering range may be reflected in

the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the

changes in volume and price represent no more than a 20% change in the maximum aggregate

offering price set forth in the “Calculation of Registration Fee” table in the effective Registration

Statement.

(iii)To include any material information with respect to the plan of distribution not previously

disclosed in the Registration Statement or any material change to such information in the

Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the

registration statement is on Form S-8, and the information required to be included in a post-

effective amendment by those paragraphs is contained in reports filed with or furnished to the

Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that

are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective

amendment shall be deemed to be a new registration statement relating to the securities offered therein, and

the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered

which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the

Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the

Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to

Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be

deemed to be a new registration statement relating to the securities offered therein, and the offering of such

securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers

and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has

been advised that in the opinion of the Securities and Exchange Commission such indemnification is against

public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for

indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid

by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or

proceeding) is asserted by such director, officer or controlling person in connection with the securities being

registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling

precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is

against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to

believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to

be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts on May 13, 2026.




	VERTEX PHARMACEUTICALS INCORPORATED

	By:	/s/ Reshma Kewalramani
		Reshma Kewalramani
		Chief Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Reshma Kewalramani, Joy Liu, and

Omar White, and each of them singly, his/her true and lawful attorneys-in-fact and agents, with full power of

substitution and resubstitution in each of them singly, for him/her and in his/her name, place and stead, and in any

and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration

Statement on Form S-8 of Vertex Pharmaceuticals Incorporated, and to file the same, with all exhibits thereto and

other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-

in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing

requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do

in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their

substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the

following persons in the capacities and on the date indicated.




Signature		Title	Date

By:	/s/ Reshma Kewalramani	Chief Executive Officer, President and Director (Principal Executive Officer)	May 13, 2026
By:	Reshma Kewalramani		May 13, 2026

By:	/s/ Charles F. Wagner, Jr.	Executive Vice President and Chief Operating & Financial Officer (Principal Financial Officer)	May 13, 2026
By:	Charles F. Wagner. Jr.		May 13, 2026

By:	/s/ Kristen C. Ambrose	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 13, 2026
By:	Kristen C. Ambrose		May 13, 2026

By:	/s/ Jeffrey M. Leiden	Executive Chairman	May 13, 2026
	Jeffrey M. Leiden

By:	/s/ Sangeeta N. Bhatia	Director	May 13, 2026
By:	Sangeeta N. Bhatia	Director	May 13, 2026

By:	/s/ Lloyd Carney	Director	May 13, 2026
By:	Lloyd Carney	Director	May 13, 2026

By:	/s/ Alan Garber	Director	May 13, 2026
By:	Alan Garber	Director	May 13, 2026

By:	/s/ Michel Lagarde	Director	May 13, 2026
	Michel Lagarde	Director	May 13, 2026

By:	/s/ Diana McKenzie	Director	May 13, 2026
	Diana McKenzie	Director	May 13, 2026


By:	/s/ Nancy A. Thornberry	Director	May 13, 2026
By:	Nancy A. Thornberry	Director	May 13, 2026

By:	/s/ Bruce I. Sachs	Director	May 13, 2026
	Bruce I. Sachs	Director	May 13, 2026

By:	/s/ Jennifer Schneider	Director	May 13, 2026
	Jennifer Schneider	Director	May 13, 2026