Published
## Filings that contain financial statements The following Forms 8-K furnish an Exhibit 99.1 press release with a full consolidated income statement, condensed balance sheet, and GAAP-to-non-GAAP reconciliation. Anyone tracing quarterly or annual figures for Vertex should use these as the primary source: - **Q2 2026** (three and six months ended June 30, 2026) — Form 8-K filed August 3, 2026, accession 0000875320-26-000256, Exhibit 99.1. - **Q1 2026** (three months ended March 31, 2026) — Form 8-K filed May 4, 2026, accession 0000875320-26-000171, Exhibit 99.1. - **Q4 and full year 2025** (three and twelve months ended December 31, 2025) — Form 8-K filed February 12, 2026, accession 0000875320-26-000034, Exhibit 99.1. - **Q3 2025** (three and nine months ended September 30, 2025) — Form 8-K filed November 3, 2025, accession 0000875320-25-000230, Exhibit 99.1. - **Q2 2025** (three and six months ended June 30, 2025) — Form 8-K filed August 4, 2025, accession 0000875320-25-000213, Exhibit 99.1. - **Q1 2025** (three months ended March 31, 2025) — Form 8-K filed May 5, 2025, accession 0000875320-25-000171, Exhibit 99.1. - **Q4 and full year 2024** (three and twelve months ended December 31, 2024) — Form 8-K filed February 10, 2025, accession 0000875320-25-000029, Exhibit 99.1. ## Pending acquisition of Crinetics Pharmaceuticals On July 6, 2026, Vertex, its merger subsidiary Clark Merger Sub, Inc., and Crinetics Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger under which Vertex will acquire all outstanding shares of Crinetics for $85.00 per share in cash — approximately $10.0 billion in equity value, or approximately $8.8 billion net of Crinetics' cash. The deal was unanimously approved by both companies' boards. Vertex intends to fund the acquisition with cash on hand and a fully committed $4.5 billion unsecured bridge financing facility from Bank of America, BofA Securities and Morgan Stanley Senior Funding, with permanent financing expected to replace the bridge. The agreement provides for a $350,474,425 termination fee payable by Crinetics under specified circumstances, and either party may terminate if the deal has not closed by January 6, 2027 (subject to a possible three-month extension). (Form 8-K filed July 7, 2026, accession 0001193125-26-296710.) That bridge commitment has since been superseded. Per the Form 10-Q for the quarter ended June 30, 2026 (accession 0000875320-26-000259, Note O, "Subsequent Events"): Vertex entered the $4.5 billion unsecured 364-day bridge loan commitment with Bank of America, N.A., BofA Securities, Inc. and Morgan Stanley Senior Funding, Inc. on July 6, 2026, concurrently with signing the merger agreement; that commitment was terminated on July 30, 2026 upon Vertex's entry into a term loan credit agreement (the "2026 Term Loan") with Bank of America, N.A. as administrative agent, providing a $4.5 billion senior unsecured delayed draw term loan A facility, which was undrawn as of the 10-Q filing. Vertex now intends to fund the acquisition using cash, cash equivalents and proceeds from the 2026 Term Loan. The merger remains not conditioned on financing. As of Vertex's second-quarter 2026 results, announced August 3, 2026, the transaction remained pending, with closing still anticipated in the third quarter of 2026 subject to Crinetics shareholder approval, HSR clearance, and other customary conditions. Vertex's 2026 financial guidance does not reflect the transaction and is to be updated once it closes. No subsequent Vertex filing in this review has reported the acquisition as completed. (Form 8-K filed August 3, 2026, accession 0000875320-26-000256, Exhibit 99.1.) Crinetics' portfolio centers on PALSONIFY (an oral therapy for acromegaly, FDA- and EMA-approved, U.S. launch October 2025) and atumelnant, an oral ACTH receptor antagonist in Phase 3 development for congenital adrenal hyperplasia. Vertex has said the acquisition is expected to add more than $5 billion in combined peak annual revenue potential and to become accretive to non-GAAP operating income in 2029. ### Financing (2026 Term Loan and 2026 Revolver) Per the Form 10-Q for the quarter ended June 30, 2026 (accession 0000875320-26-000259): the $4.5 billion 2026 Term Loan repays in three tranches — $1.0 billion 364 days after the funding date, a further $1.0 billion two years after the funding date, and the remaining $2.5 billion three years after the funding date — and bears interest, at Vertex's option, at a base rate or a SOFR-based rate plus an applicable margin that varies with Vertex's consolidated leverage ratio or, where available, its credit rating. The 2026 Term Loan carries a financial covenant capping the consolidated leverage ratio at 3.50 to 1.00, which Vertex may elect to raise to 4.00 to 1.00 for each of the four fiscal quarters following a material acquisition. Separately, in July 2026 Vertex entered a $500.0 million senior unsecured revolving facility (the "2026 Revolver") maturing July 30, 2031, undrawn as of the filing, and in conjunction with entering the 2026 Revolver terminated the $500.0 million revolving credit agreement it had entered into in 2022. ## Quarterly and annual results **Second quarter 2026** (reported August 3, 2026): total revenue of $3.33 billion, up 12% year over year, driven by continued cystic fibrosis (CF) performance and growth in CASGEVY and JOURNAVX. GAAP net income was $1.1 billion and non-GAAP net income was $1.2 billion. Vertex raised full-year 2026 revenue guidance to $13.1 billion–$13.2 billion, from $12.95 billion–$13.1 billion previously; guidance excludes the pending Crinetics acquisition. (Accession 0000875320-26-000256.) **First quarter 2026** (reported May 4, 2026): total revenue of $2.99 billion, up 8% year over year. GAAP net income was $1.0 billion versus $646 million a year earlier (the prior-year period included a $379.0 million intangible asset impairment charge). Full-year 2026 guidance was reiterated at $12.95 billion–$13.1 billion in revenue. (Accession 0000875320-26-000171.) **Fourth quarter and full year 2025** (reported February 12, 2026): full-year total revenue of $12.0 billion, up 9% versus 2024; fourth-quarter revenue of $3.19 billion, up 10% year over year. Full-year GAAP net income was $4.0 billion and non-GAAP net income was $4.7 billion, compared with a GAAP net loss of $536 million in 2024 (which had included $4.4 billion of acquired IPR&D expense tied to the 2024 Alpine Immune Sciences acquisition). Vertex issued initial full-year 2026 guidance of $12.95 billion–$13.1 billion in revenue. (Accession 0000875320-26-000034.) **Third quarter 2025** (reported November 3, 2025): consolidated results for the three and nine months ended September 30, 2025. (Accession 0000875320-25-000230.) **Second quarter 2025** (reported August 4, 2025): consolidated results for the three and six months ended June 30, 2025; the same filing announced the retirement of David Altshuler, Executive Vice President and Chief Scientific Officer, effective August 1, 2026. (Accession 0000875320-25-000213.) **First quarter 2025** (reported May 5, 2025): consolidated results for the three months ended March 31, 2025. (Accession 0000875320-25-000171.) ## Capital return On May 19, 2025, Vertex's board authorized a new $4.0 billion stock repurchase program (the "2025 Repurchase Program"), which has no expiration date. Combined with roughly $775 million remaining under the company's 2023 repurchase authorization, total repurchase capacity stood at approximately $4.775 billion. (Form 8-K filed May 19, 2025, accession 0000875320-25-000199.) ## Management and board changes - **August 27, 2026** — Vertex appointed Jonathan Poole as Executive Vice President and Chief Financial Officer, effective January 1, 2027. Charles F. Wagner, Jr., currently Executive Vice President and Chief Operating & Financial Officer, will cease serving as CFO on that date but will remain Executive Vice President and Chief Operating Officer. (Form 8-K filed September 1, 2026, accession 0000875320-26-000264.) - **April 28, 2026** — Director Suketu Upadhyay notified the board he would not stand for re-election at the 2026 annual meeting, citing his new role as incoming Chief Financial Officer of Incyte Corporation; the board intends to reduce its size to ten members following his departure. The company said the decision did not involve any disagreement with Vertex. (Form 8-K filed April 29, 2026, accession 0000875320-26-000166.) - **February 10, 2025** — Vertex announced the retirement of Stuart A. Arbuckle, Executive Vice President and Chief Operating Officer, effective July 1, 2025, and the appointment of Charles F. Wagner, Jr. (continuing as CFO) as Chief Operating Officer and Duncan J. McKechnie as Chief Commercial Officer, both effective July 1, 2025. (Form 8-K filed February 10, 2025, accession 0000875320-25-000029.) - **August 4, 2025** — David Altshuler, Executive Vice President and Chief Scientific Officer, announced his retirement effective August 1, 2026. (Accession 0000875320-25-000213.) ## Annual meetings - **May 13, 2026** — Shareholders re-elected all ten director nominees, ratified Ernst & Young LLP as auditor for 2026, approved (advisory) 2025 executive compensation, approved the 2026 Stock and Option Plan, and approved a shareholder proposal on the right to act by written consent. (Form 8-K filed May 13, 2026, accession 0000875320-26-000204.) - **May 14, 2025** — Shareholders elected all eleven director nominees (including Suketu Upadhyay, who later departed the board), ratified Ernst & Young LLP as auditor for 2025, approved (advisory) 2024 executive compensation, and rejected a shareholder proposal on excessive golden parachutes. (Form 8-K filed May 14, 2025, accession 0000875320-25-000194.) ## Regulatory and pipeline items with financial impact - **March 31, 2026** — Vertex completed the rolling Biologics License Application submission to the FDA for potential accelerated approval of povetacicept in adults with IgA nephropathy, using a priority review voucher expected to shorten FDA review to six months from the standard ten. (Form 8-K filed March 31, 2026, accession 0000875320-26-000147.) - **March 28, 2025** — Following Phase 1/2 results, Vertex discontinued further clinical development of VX-264 (a type 1 diabetes program) and began an impairment evaluation of the related intangible assets, expecting to record a non-cash impairment charge of approximately $400 million to GAAP operating expenses for the first quarter and full year 2025; this figure was later reported as $379.0 million in subsequent quarterly and annual results. (Form 8-K filed March 28, 2025, accession 0000875320-25-000156.)