Form 4: ALNY CFO Poulton Reports Stock Vesting & Tax Sales

Alnylam Pharmaceuticals' CFO, Jeffrey V. Poulton, reported the vesting of performance-based stock units and subsequent mandatory sales to cover tax obligations.

Summary

• Jeffrey V. Poulton, EVP, Chief Financial Officer of Alnylam Pharmaceuticals, Inc. (ALNY), reported transactions involving the company's common stock.
• On January 11, 2026, 6,193 shares of common stock vested from a performance-based stock unit (PSU) grant made on March 1, 2024.
• The vesting was triggered by the achievement of a performance measure: the issuer publicly reporting $2.5 billion in annual net product revenue in accordance with GAAP, as determined by the People, Culture and Compensation Committee of the Issuer Board of Directors.
• On January 12, 2026, Poulton sold a total of 2,380 shares of common stock in multiple transactions at weighted average prices ranging from $353.95 to $377.82.
• These sales were mandatory 'sell-to-cover' transactions to satisfy minimum statutory tax withholding obligations related to the PSU vesting.
• Following these transactions, Poulton directly beneficially owns 57,465 shares of common stock and indirectly owns 57 shares through a managed account (401(k) plan).

Sentiment

Score: 7

Explanation: The filing indicates the achievement of a significant revenue milestone ($2.5 billion) which triggered PSU vesting, a positive operational sign. The sales are mandatory for tax purposes, not discretionary, so they do not reflect a negative sentiment from the insider. The overall sentiment is moderately positive due to the underlying performance metric achievement.

Positives

• Achievement of the performance measure ($2.5 billion in annual net product revenue) for the vesting of performance-based stock units, indicating strong company performance.
• The vesting of 6,193 shares of common stock for the EVP, Chief Financial Officer, reflects successful execution against strategic goals.

Negatives

• Mandatory sales of 2,380 shares were executed to cover tax withholding obligations, which are not discretionary sales by the insider.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the historical achievement of a revenue target that triggered PSU vesting.

Management Comments

• The shares reported were issued to the reporting person upon vesting of forty (40) percent of the shares subject to the PSU based on the issuer publicly reporting $2.5 billion in annual net product revenue in accordance with GAAP, as determined by the People, Culture and Compensation Committee of the Issuer Board of Directors on January 11, 2026.
• Sales represent shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the award agreement to cover minimum statutory tax withholding obligations.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions related to equity compensation and tax obligations. It reflects the company's achievement of a significant revenue milestone ($2.5 billion in annual net product revenue), which is a positive indicator for Alnylam Pharmaceuticals within the biotechnology and pharmaceutical industry, suggesting strong product performance and market penetration.

Stakeholder Impact

• Shareholders: The achievement of the $2.5 billion revenue target for PSU vesting is a positive signal regarding the company's operational performance and value creation. The mandatory tax-related sales are routine and do not indicate a change in management's confidence.
• Employees: The vesting of performance-based units for an executive reinforces the company's compensation structure tied to performance.

Key Dates

Keywords

Alnylam Pharmaceuticals, ALNY, Jeffrey V. Poulton, CFO, Insider Trading, Form 4, Stock Vesting, Performance-Based Stock Units, Tax Withholding, Equity Compensation, Biotechnology, Pharmaceuticals