Commitments and Contingencies	6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies 2026 Revolving Credit Agreement In July 2026, Vertex and certain of its subsidiaries entered into a $500.0 million senior unsecured revolving facility (the “2026 Revolver”) with the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent, which matures on July 30, 2031. We have not drawn upon the 2026 Revolver to date. Amounts drawn pursuant to the 2026 Revolver, if any, will be used for general corporate purposes. Subject to satisfaction of certain conditions, we may request that the borrowing capacity for the 2026 Revolver be increased by an additional $500.0 million. Up to $100.0 million of the 2026 Revolver may be allocated for loans and letters of credit in certain non-U.S. Dollar currencies. Additionally, the 2026 Revolver provides a sublimit of $100.0 million for letters of credit. Any U.S. Dollar-denominated amounts borrowed under the 2026 Revolver will bear interest, at our option, at a rate per annum equal to either a base rate or a Secured Overnight Financing Rate (“SOFR”), in each case, plus an applicable margin. Under the 2026 Revolver, the applicable margins on base rate loans range from 0.000% to 0.500% and the applicable margins on SOFR-based loans range from 0.875% to 1.500%, in each case, depending upon, either (x) our consolidated leverage ratio (the ratio of our total consolidated funded indebtedness to our consolidated EBITDA for the most recently completed four fiscal quarter period) or (y) to the extent available, our credit rating. Any amounts borrowed in non-U.S. Dollar currencies will bear interest at a rate per annum equal to the applicable benchmark rate for such currency plus the applicable margin. Loans made under the 2026 Revolver may be prepaid and commitments under the 2026 Revolver may be reduced at any time, in whole or in part, without premium or penalty. Loans made under the 2026 Revolver will be guaranteed by certain of our existing and future domestic subsidiaries, subject to certain customary exceptions and limitations. The 2026 Revolver contains customary representations and warranties and affirmative and negative covenants, which include limitations on subsidiary debt, liens and fundamental changes, as well as a financial covenant to maintain a consolidated leverage ratio of 3.50 to 1.00, subject to an increase, at our election, to 4.00 to 1.00 for each of the four fiscal quarters following a material acquisition. The 2026 Revolver also contains customary events of default. In the case of a continuing event of default, the administrative agent would be entitled to exercise various remedies, including the acceleration of amounts due under any outstanding loans. Direct costs related to the 2026 Revolver are recorded over its term and are not material to our financial statements. Prior Credit Facility In July 2026, in conjunction with entering into the 2026 Revolver, we terminated the $500.0 million revolving credit agreement we entered into in 2022. As of June 30, 2026, we were in compliance with all covenants associated with this revolving credit agreement. 2026 Term Loan In July 2026, we entered into the 2026 Term Loan, as defined and described in Note O, “Subsequent Events.” Guaranties and Indemnifications As permitted under Massachusetts law, our Articles of Organization and By-laws provide that we will indemnify certain of our officers and directors for certain claims asserted against them in connection with their service as an officer or director. The maximum potential amount of future payments that we could be required to make under these indemnification provisions is unlimited. However, we have purchased directors’ and officers’ liability insurance policies that could reduce our monetary exposure and enable us to recover a portion of any future amounts paid. No indemnification claims currently are outstanding, and we believe the estimated fair value of these indemnification arrangements is minimal. We customarily agree in the ordinary course of our business to indemnification provisions in agreements with clinical trial investigators and sites in our product development programs, sponsored research agreements with academic and not-for- profit institutions, various comparable agreements involving parties performing services for us, and our real estate leases. We also customarily agree to certain indemnification provisions in our drug discovery, development and commercialization collaboration agreements. With respect to our clinical trials and sponsored research agreements, these indemnification provisions typically apply to any claim asserted against the investigator or the investigator’s institution relating to personal injury or property damage, violations of law or certain breaches of our contractual obligations arising out of the research or clinical testing of our compounds or product candidates. With respect to lease agreements, the indemnification provisions typically apply to claims asserted against the landlord relating to personal injury or property damage caused by us, to violations of law by us or to certain breaches of our contractual obligations. The indemnification provisions appearing in our collaboration agreements are similar to those for the other agreements discussed above, but in addition provide some limited indemnification for our collaborator in the event of third-party claims alleging infringement of intellectual property rights. In each of the cases above, the indemnification obligation generally survives the termination of the agreement for some extended period, although we believe the obligation typically has the most relevance during the contract term and for a short period of time thereafter. The maximum potential amount of future payments that we could be required to make under these provisions is generally unlimited. We have purchased insurance policies covering personal injury, property damage and general liability that reduce our exposure for indemnification and would enable us in many cases to recover all or a portion of any future amounts paid. We have never paid any material amounts to defend lawsuits or settle claims related to these indemnification provisions. Accordingly, we believe the estimated fair value of these indemnification arrangements is minimal. Legal Matters and Other Contingencies As described in Note B, “Collaboration, License and Other Arrangements,” we have an agreement with the CFF (the “CFF Agreement”) pursuant to which we owe third-party royalties payable on net sales of certain CF products, including ALYFTREK. Since inception, our ALYFTREK net product revenues total $1.8 billion. Based on the CFF Agreement, our position is that the royalty burden associated with ALYFTREK is 4%. On October 10, 2025, Royalty Pharma plc (“RP”), the third party to whom the CFF assigned its rights (and the CFF, which remains a party to the CFF Agreement), initiated a confidential arbitration alleging the royalty burden on ALYFTREK is approximately 8%. RP is seeking a declaratory judgment regarding the royalty burden on ALYFTREK as well as alleged unpaid royalties and other alleged damages available under the CFF Agreement or applicable law, costs, expenses, attorneys’ fees, and interest. We believe RP’s position is contrary to the plain terms of the CFF Agreement and intend to vigorously defend our position under the CFF Agreement. On a quarterly basis, we evaluate developments with claims, whether asserted or unasserted, and legal proceedings that could result in a loss contingency accrual, or an increase or decrease to a previously accrued loss contingency. There were no material loss contingencies accrued as of June 30, 2026 or December 31, 2025. We also have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue for such contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Other than our contingent consideration liabilities discussed in Note D, “Fair Value Measurements,” there were no significant contingent liabilities accrued as of June 30, 2026 or December 31, 2025.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies Disclosure [Abstract]

2026 Revolving Credit Agreement

In July 2026, Vertex and certain of its subsidiaries entered into a $500.0 million senior unsecured revolving facility (the

“2026 Revolver”) with the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent, which

matures on July 30, 2031. We have not drawn upon the 2026 Revolver to date. Amounts drawn pursuant to the 2026

Revolver, if any, will be used for general corporate purposes. Subject to satisfaction of certain conditions, we may request

that the borrowing capacity for the 2026 Revolver be increased by an additional $500.0 million. Up to $100.0 million of the

2026 Revolver may be allocated for loans and letters of credit in certain non-U.S. Dollar currencies. Additionally, the 2026

Revolver provides a sublimit of $100.0 million for letters of credit.

Any U.S. Dollar-denominated amounts borrowed under the 2026 Revolver will bear interest, at our option, at a rate per

annum equal to either a base rate or a Secured Overnight Financing Rate (“SOFR”), in each case, plus an applicable margin.

Under the 2026 Revolver, the applicable margins on base rate loans range from 0.000% to 0.500% and the applicable margins

on SOFR-based loans range from 0.875% to 1.500%, in each case, depending upon, either (x) our consolidated leverage ratio

(the ratio of our total consolidated funded indebtedness to our consolidated EBITDA for the most recently completed four

fiscal quarter period) or (y) to the extent available, our credit rating. Any amounts borrowed in non-U.S. Dollar currencies

will bear interest at a rate per annum equal to the applicable benchmark rate for such currency plus the applicable margin.

Loans made under the 2026 Revolver may be prepaid and commitments under the 2026 Revolver may be reduced at any

time, in whole or in part, without premium or penalty.

Loans made under the 2026 Revolver will be guaranteed by certain of our existing and future domestic subsidiaries,

subject to certain customary exceptions and limitations.

The 2026 Revolver contains customary representations and warranties and affirmative and negative covenants, which

include limitations on subsidiary debt, liens and fundamental changes, as well as a financial covenant to maintain a

consolidated leverage ratio of 3.50 to 1.00, subject to an increase, at our election, to 4.00 to 1.00 for each of the four fiscal

quarters following a material acquisition.

The 2026 Revolver also contains customary events of default. In the case of a continuing event of default, the

administrative agent would be entitled to exercise various remedies, including the acceleration of amounts due under any

outstanding loans.

Direct costs related to the 2026 Revolver are recorded over its term and are not material to our financial statements.

Prior Credit Facility

In July 2026, in conjunction with entering into the 2026 Revolver, we terminated the $500.0 million revolving credit

agreement we entered into in 2022. As of June 30, 2026, we were in compliance with all covenants associated with this

revolving credit agreement.

2026 Term Loan

In July 2026, we entered into the 2026 Term Loan, as defined and described in Note O, “Subsequent Events.”

Guaranties and Indemnifications

As permitted under Massachusetts law, our Articles of Organization and By-laws provide that we will indemnify certain

of our officers and directors for certain claims asserted against them in connection with their service as an officer or director.

The maximum potential amount of future payments that we could be required to make under these indemnification provisions

is unlimited. However, we have purchased directors’ and officers’ liability insurance policies that could reduce our monetary

exposure and enable us to recover a portion of any future amounts paid. No indemnification claims currently are outstanding,

and we believe the estimated fair value of these indemnification arrangements is minimal.

We customarily agree in the ordinary course of our business to indemnification provisions in agreements with clinical

trial investigators and sites in our product development programs, sponsored research agreements with academic and not-for-

profit institutions, various comparable agreements involving parties performing services for us, and our real estate leases. We

also customarily agree to certain indemnification provisions in our drug discovery, development and commercialization

collaboration agreements. With respect to our clinical trials and sponsored research agreements, these indemnification

provisions typically apply to any claim asserted against the investigator or the investigator’s institution relating to personal

injury or property damage, violations of law or certain breaches of our contractual obligations arising out of the research or

clinical testing of our compounds or product candidates. With respect to lease agreements, the indemnification provisions

typically apply to claims asserted against the landlord relating to personal injury or property damage caused by us, to

violations of law by us or to certain breaches of our contractual obligations. The indemnification provisions appearing in our

collaboration agreements are similar to those for the other agreements discussed above, but in addition provide some limited

indemnification for our collaborator in the event of third-party claims alleging infringement of intellectual property rights. In

each of the cases above, the indemnification obligation generally survives the termination of the agreement for some

extended period, although we believe the obligation typically has the most relevance during the contract term and for a short

period of time thereafter. The maximum potential amount of future payments that we could be required to make under these

provisions is generally unlimited. We have purchased insurance policies covering personal injury, property damage and

general liability that reduce our exposure for indemnification and would enable us in many cases to recover all or a portion of

any future amounts paid. We have never paid any material amounts to defend lawsuits or settle claims related to these

indemnification provisions. Accordingly, we believe the estimated fair value of these indemnification arrangements is

minimal.

Legal Matters and Other Contingencies

As described in Note B, “Collaboration, License and Other Arrangements,” we have an agreement with the CFF (the

“CFF Agreement”) pursuant to which we owe third-party royalties payable on net sales of certain CF products, including

ALYFTREK. Since inception, our ALYFTREK net product revenues total $1.8 billion. Based on the CFF Agreement, our

position is that the royalty burden associated with ALYFTREK is 4%. On October 10, 2025, Royalty Pharma plc (“RP”), the

third party to whom the CFF assigned its rights (and the CFF, which remains a party to the CFF Agreement), initiated a

confidential arbitration alleging the royalty burden on ALYFTREK is approximately 8%. RP is seeking a declaratory

judgment regarding the royalty burden on ALYFTREK as well as alleged unpaid royalties and other alleged damages

available under the CFF Agreement or applicable law, costs, expenses, attorneys’ fees, and interest. We believe RP’s position

is contrary to the plain terms of the CFF Agreement and intend to vigorously defend our position under the CFF Agreement.

On a quarterly basis, we evaluate developments with claims, whether asserted or unasserted, and legal proceedings that

could result in a loss contingency accrual, or an increase or decrease to a previously accrued loss contingency. There were no

material loss contingencies accrued as of June 30, 2026 or December 31, 2025.

We also have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue for such

contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably

estimated. Other than our contingent consideration liabilities discussed in Note D, “Fair Value Measurements,” there were no

significant contingent liabilities accrued as of June 30, 2026 or December 31, 2025.