Form 4: ALNYLAM EVP Reports PSU Vesting, Tax-Related Stock Sales

ALNYLAM PHARMACEUTICALS' EVP Chief R&D, Pushkal Garg, reported the vesting of 3,800 performance-based stock units following the achievement of a $2.5 billion revenue target, alongside subsequent tax-related stock sales.

Summary

• Pushkal Garg, EVP Chief R&D of ALNYLAM PHARMACEUTICALS, INC., reported transactions involving the company's common stock.
• On January 11, 2026, 3,800 shares of common stock were acquired due to the vesting of performance-based stock units (PSUs).
• This vesting occurred because the issuer publicly reported $2.5 billion in annual net product revenue, a key performance measure determined by the People, Culture and Compensation Committee.
• On January 12, 2026, a total of 1,364 shares were sold 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, Pushkal Garg directly beneficially owns 22,511 shares of common stock.
• Additionally, 431 shares are indirectly owned by a Managed Account and 250 shares by a Trust, with beneficial ownership of the latter disclaimed by the reporting person.

Sentiment

Score: 7

Explanation: The vesting of performance-based stock units, triggered by the achievement of a significant $2.5 billion annual net product revenue target, is a positive indicator of the company's operational and financial success. The subsequent stock sales are routine tax-related transactions and do not reflect a negative sentiment.

Positives

• Vesting of 3,800 performance-based stock units for the EVP Chief R&D, Pushkal Garg, indicates the achievement of a significant company performance milestone.
• The company achieved $2.5 billion in annual net product revenue, a key performance measure for the PSU vesting.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance. However, the achievement of the $2.5 billion annual net product revenue target suggests strong past performance that could positively influence future expectations.

Industry Context

This filing reflects a standard practice in the biotechnology and pharmaceutical industry where executive compensation often includes performance-based equity awards. The vesting of such awards, particularly tied to significant revenue milestones, is a common mechanism to align executive incentives with company growth and shareholder value creation. The subsequent "sell-to-cover" transactions for tax purposes are also a routine aspect of executive compensation in the U.S.

Comparison to Industry Standards

• The use of performance-based stock units (PSUs) tied to specific financial metrics like annual net product revenue is a common and generally accepted practice for executive compensation in the pharmaceutical and biotechnology sectors, aligning executive incentives with company performance.
• The "sell-to-cover" mechanism for tax withholding is a standard procedure for equity compensation across industries, including biotech, and is not indicative of a discretionary sale by the executive.

Corporate Governance

Stakeholder Impact

• Shareholders: Benefit from the company achieving a significant revenue milestone, which led to the PSU vesting.
• Employees: The achievement of company-wide performance targets can positively impact employee morale and potentially future incentive programs.

Key Dates

Keywords

ALNYLAM PHARMACEUTICALS, ALNY, Form 4, Insider Transaction, Executive Compensation, Stock Vesting, Performance Stock Units, Sell-to-Cover, Biotechnology, Pharmaceuticals