ALNY: Leadership change

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. Effective as of June 1, 2026, the Board of Directors (the “Board”) of Alnylam Pharmaceuticals, Inc. (the “Company”), following the recommendation of its Nominating and Corporate Governance Committee, expanded the size of the Company’s Board from ten to eleven and elected Benjamin F. Cravatt, Ph.D. to fill the newly created vacancy. Dr. Cravatt will serve as a Class III director with a term expiring at the annual meeting of stockholders to be held in 2028. Dr. Cravatt will also serve as a member of the Board’s Science and Technology Committee. As a non-employee director, Dr. Cravatt will receive an annual cash retainer of $75,000. In addition, in connection with his election to the Board, Dr. Cravatt will be granted, on his first date of service on the Board, a stock option to purchase shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), having an aggregate grant date fair value equal to $600,000 using the Company’s then-current Black-Scholes valuation model, and vesting as to one-third of the shares underling the stock option on each of the first, second and third anniversaries of the grant date, with an exercise price equal to the closing price of the Common Stock on the NASDAQ Global Select Market on the grant date. Following his election, Dr. Cravatt will be eligible to receive an annual equity award, in an aggregate amount to be determined by the Board upon recommendation of the People, Culture and Compensation Committee. Currently, each of the Company’s non-employee directors receives an annual equity award consisting of (i) restricted stock units having an aggregate grant date