Form 4: ALNYLAM EVP Sells Shares After Performance Vesting

Alnylam Pharmaceuticals' EVP Chief R&D, Pushkal Garg, sold shares to cover tax obligations following the vesting of performance-based stock units tied to Phase 3 clinical study initiations.

Summary

• Pushkal Garg, EVP Chief R&D of Alnylam Pharmaceuticals, Inc. (ALNY), reported changes in beneficial ownership of common stock.
• On October 1, 2025, Mr. Garg acquired 3,108 shares of common stock due to the vesting of a performance-based stock unit (PSU) granted on February 24, 2021.
• This PSU vesting was based on the issuer publicly reporting the initiation of a Phase 3 clinical study of an RNAi therapeutic for a prevalent disease, as determined by the People, Culture and Compensation (PC&C) Committee.
• Also on October 1, 2025, Mr. Garg acquired an additional 2,851 shares from the vesting of another PSU granted on March 1, 2024.
• This second PSU vesting was based on the issuer publicly reporting the initiation of a Phase 3 clinical study in a prevalent indication, as determined by the PC&C Committee.
• Following these acquisitions, Mr. Garg's direct beneficial ownership increased to 26,180 shares.
• Between October 2 and October 3, 2025, Mr. Garg disposed of a total of 5,959 shares of common stock through multiple transactions.
• These sales were automatically executed by the company as 'sell-to-cover' provisions to meet minimum statutory tax withholding obligations arising from the PSU vesting.
• The shares were sold at weighted average prices ranging from $446.19 to $457.64 per share.
• The sales on October 3, 2025, were conducted pursuant to a Rule 10b5-1(c) trading plan adopted on September 11, 2024.
• After all reported transactions, Mr. Garg's direct beneficial ownership of common stock was 20,221 shares.
• Mr. Garg also indirectly holds 431 shares through a managed 401(k) account and 250 shares in a trust, for which beneficial ownership is disclaimed.

Sentiment

Score: 6

Explanation: The filing indicates successful achievement of significant R&D milestones (Phase 3 clinical study initiations), which is a positive signal for the company's pipeline. The subsequent sale of shares by an executive is a routine 'sell-to-cover' for tax obligations, resulting in a neutral net impact on direct ownership from these specific transactions, thus balancing the overall sentiment to moderately positive.

Positives

• The vesting of performance-based stock units indicates the successful achievement of significant R&D milestones, specifically the initiation of two Phase 3 clinical studies for RNAi therapeutics in prevalent diseases/indications.
• The company's PC&C Committee determined that the performance measures for the PSUs were met, reflecting progress in the clinical pipeline.

Negatives

• An executive selling a substantial number of shares, even for tax purposes, can sometimes be viewed with caution by investors, although 'sell-to-cover' transactions are common and often pre-planned.

Future Outlook

The vesting of performance-based stock units tied to the initiation of Phase 3 clinical studies suggests ongoing progress in the company's clinical development pipeline for RNAi therapeutics, indicating continued advancement towards potential market approvals.

Management Comments

• The People, Culture and Compensation (PC&C) Committee of the Issuer Board of Directors determined that specified performance measures were met, leading to the vesting of performance-based stock units.

Industry Context

The initiation of Phase 3 clinical studies is a critical milestone in the biotechnology and pharmaceutical industry, signifying that a therapeutic candidate has demonstrated sufficient safety and efficacy in earlier phases to warrant large-scale testing. For Alnylam, a leader in RNAi therapeutics, advancing candidates to Phase 3 underscores the potential for new treatments in prevalent diseases and strengthens its pipeline against competitors.

Corporate Governance

Stakeholder Impact

• Shareholders: The achievement of Phase 3 clinical milestones could be viewed positively, indicating progress in the company's drug development pipeline. The executive's share transactions are routine and transparent.
• Employees: The vesting of performance-based stock units for an executive may reflect positively on the company's ability to meet strategic goals, potentially boosting morale.
• Patients/Healthcare Community: The initiation of Phase 3 studies for RNAi therapeutics suggests potential future treatment options for prevalent diseases.

Next Steps

• Continued clinical development and progression of the RNAi therapeutic candidates that have entered Phase 3 studies.

Key Dates

Keywords

Alnylam Pharmaceuticals, ALNY, Pushkal Garg, Form 4, Insider Trading, Stock Vesting, Performance Stock Units, PSU, Sell-to-cover, Phase 3 Clinical Study, RNAi Therapeutic, Biotechnology, Pharmaceuticals, Clinical Development