Item 5. Other Information

Rule 10b5-1 Trading Plans

Our policy governing transactions in our securities by our directors, officers, and employees permits our officers,

directors and employees to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934,

as amended (each a “Trading Plan”). In the second quarter of 2026, none of our directors or officers adopted, modified or

terminated a Trading Plan.

Entry into 2026 Revolver

On July 30, 2026, we entered into a revolving credit agreement (the “2026 Revolver”), with Vertex Pharmaceuticals

(Europe) Limited, a private limited company incorporated in England and Wales and a wholly-owned subsidiary of Vertex,

as a co-borrower, Vertex Pharmaceuticals (Ireland) Limited, a private company limited by shares incorporated in Ireland and

a wholly-owned subsidiary of Vertex, as a co-borrower, certain other wholly-owned subsidiaries of Vertex party thereto as

subsidiary guarantors, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent, which

provides for a $500 million senior unsecured revolving facility. Up to $100 million of the senior unsecured revolving facility

may be allocated for loans and letters of credit in certain non-U.S. Dollar currencies (the “Alternative Currencies”). The 2026

Revolver also provides that, subject to satisfaction of certain conditions, we may request that the borrowing capacity under

the 2026 Revolver be increased by an additional $500 million. Proceeds of borrowings under the 2026 Revolver will be used

for general corporate purposes. The outstanding loans under the 2026 Revolver mature, and the unused commitments

thereunder terminate, on July 30, 2031.

U.S. Dollar-denominated loans made under the 2026 Revolver will bear interest, at our option, at a rate per annum equal

to either a base rate or a SOFR-based rate, in each case, plus an applicable margin. Under the 2026 Revolver, the applicable

margin on base rate loans ranges from 0.000% to 0.500% and the applicable margin on SOFR-based loans ranges from

0.875% to 1.500% (such margin, the “Applicable Benchmark Margin”), in each case, depending upon, either (x) Vertex’s

consolidated funded indebtedness to consolidated EBITDA ratio for the most recently completed four fiscal quarter period or

(y) to the extent available, Vertex’s credit rating. Alternative Currency-denominated loans will bear interest at a rate per

annum equal to the applicable benchmark rate for such Alternative Currency plus the Applicable Benchmark Margin. Loans

made under the 2026 Revolver may be prepaid at par and commitments under the 2026 Revolver may be reduced at any time,

in whole or in part, without premium or penalty (except for customary SOFR breakage costs).

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 Vertex’s 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 loan.

The foregoing summary of the 2026 Revolver is not complete and is qualified in its entirety by reference to the full and

complete 2026 Revolver, a copy of which will be filed with our Quarterly Report on Form 10-Q for the fiscal quarter ended

September 30, 2026.

Termination of 2022 Revolver

On July 30, 2026, we terminated and repaid all outstanding obligations under our existing credit agreement, dated as of

July 1, 2022, as amended, with certain subsidiaries party thereto as co-borrowers and/or guarantors, the lenders and issuing

banks party thereto, and Bank of America, N.A., as administrative agent (the “2022 Revolver”). In connection with the

termination of the 2022 Revolver, all guarantees thereunder were terminated and released.

Entry into 2026 Term Loan

On July 30, 2026, we entered into a term loan credit agreement (the “2026 Term Loan”), with certain wholly-owned

subsidiaries of Vertex party thereto as subsidiary guarantors, the lenders and issuing banks party thereto and Bank of

America, N.A., as administrative agent, which provides for a $4.5 billion senior unsecured delayed draw term loan A facility,

comprised of (a) a $1,000,000,000 tranche that will mature and be payable in full on the date that is 364 days after the date on

which the borrowing under the 2026 Term Loan is made (such date, the “Funding Date” and such loans, the “Tranche 1

Loans”), (b) a $1,000,000,000 tranche that will mature and be payable in full on the date that is two (2) years following the

Funding Date (the “Tranche 2 Loans”) and (c) a $2,500,000,000 tranche that will mature and be payable in full on the date

that is three (3) years following the Funding Date (the “Tranche 3 Loans”). Proceeds of borrowings under the 2026 Term

Loan will be used to finance in part the Crinetics Acquisition that was announced on July 6, 2026. The Funding Date under

the 2026 Term Loan is subject to the satisfaction of customary conditions, including the substantially concurrent

consummation of the Crinetics Acquisition.

Loans made under the 2026 Term Loan will bear interest, at our option, at a rate per annum equal to either a base rate or

a SOFR-based rate, in each case, plus an applicable margin. Under the 2026 Term Loan, the applicable margin on base rate

loans ranges from 0.000% to 0.500% for Tranche 1 and Tranche 2 Loans and from 0.000% to 0.625% for Tranche 3 Loans,

and the applicable margin on SOFR-based loans ranges from 0.8750% to 1.500% for Tranche 1 and Tranche 2 Loans and

from 1.000% to 1.625% for Tranche 3 Loans (such margin, the “Applicable Benchmark Margin”), in each case, depending

upon, either (x) Vertex’s consolidated funded indebtedness to consolidated EBITDA ratio for the most recently completed

four fiscal quarter period or (y) to the extent available, Vertex’s credit rating. Loans made under the 2026 Term Loan may be

prepaid at par and commitments under the 2026 Term Loan may be reduced at any time, in whole or in part, without premium

or penalty (except for customary SOFR breakage costs). There are no mandatory prepayments or amortization required in

connection with the loans made under the 2026 Term Loan.

Loans made under the 2026 Term Loan will be guaranteed by our existing and future domestic subsidiaries that

guarantee the obligations under the 2026 Revolver.

The 2026 Term Loan contains customary representations and warranties and affirmative and negative covenants, in each

case, that are substantially consistent with the representations and warranties and covenants contained in the 2026 Revolver

and which include a financial covenant to maintain a consolidated leverage ratio of 3.50 to 1.00, subject to an increase, at

Vertex’s election, to 4.00 to 1.00 for each of the four fiscal quarters following a material acquisition.

The 2026 Term Loan also contains customary events of default that are substantially consistent with the events of default

contained in the 2026 Revolver. 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 loan.

The foregoing summary of the 2026 Term Loan is not complete and is qualified in its entirety by reference to the full and

complete 2026 Term Loan, a copy of which will be filed with our Quarterly Report on Form 10-Q for the fiscal quarter ended

September 30, 2026.