ITEM SECOND IRR. TRUST FBO ANNE MARIE WESTPHAL u/a of JEFFREY R. WESTPHAL dated October 5, 2001

10% owner Jeffrey R. Westphal trust sold 381,233 shares for $13.9M over 3 days (June 16-18, 2025) at $36.59 avg, reducing holdings by 65.9%

A trust account controlled by 10% owner Jeffrey R. Westphal executed three separate sales totaling 381,233 shares for $13,949,825.78 between June 16–18, 2025, reducing holdings from 578,073 to 196,840 shares—a 65.9% reduction. The blended average sale price was $36.59, while the stock now trades at $35.52, down 39.8% from its 52-week high of $58.95 and down 7.8% over the past 30 days. Across his prior VERX-specific trades (5 prior sells), the insider's timing has been consistently poor at the 90-day mark—none of those prior sales were well-timed, as the stock rose after each. The company reported revenue of $177,062,000.00 in the latest quarter with positive net income of $11,130,000.00, but was unprofitable over the most recent full fiscal year. This large, consecutive three-day disposition by a major shareholder at prices materially above current levels warrants scrutiny of the insider's conviction and the timing relative to subsequent market deterioration.

10% owner Jeffrey R. Westphal's trust sells 150,000 VERX shares across 2 trades for $7,764,424.38

The ITEM SECOND IRR. TRUST FBO ANNE MARIE WESTPHAL u/a of JEFFREY R. WESTPHAL (10% owner) executed two separate sales totaling 150,000 shares for $7,764,424.38 at prices of $51.44 and $52.26 respectively, reducing holdings from 765,073 to 615,073 shares (-19.6% of pre-transaction position). The sale occurred near the 52-week high (current price $49.75 is -4.3% from the $51.99 peak), and follows a period of strong stock momentum (+23.3% over 30 days, +37.3% over 90 days). Notably, this insider executed five consecutive sales at the same ticker between October 7–11, 2024, each preceding 30-day gains of 21.3% to 30.9%. The company trades at a P/E of 43.26 with revenue of $170,435,000 and recent net income of $7,221,000, but was unprofitable over its most recent full fiscal year. The concentration of sales near a price peak and the rapid succession of dispositions warrant attention to whether the insider perceives execution challenges or valuation headroom in the current market context.

10% owner sells 75,175 shares ($3.0M) at $40.16 avg; stock at $41.26 vs 52-week high of $41.60

The Item Second IRR Trust (VERX 10% owner) executed 2 separate sales totaling 75,175 shares for $3,018,885.58 on October 10–11, 2024, at a blended average price of $40.16 per share. This sale reduced holdings from 840,248 to 765,073 shares, a reduction of 8.9% of prior holdings. At current price $41.26, the stock is -0.8% from its 52-week high of $41.60; the sales occurred just below the multi-month peak. The company carries elevated valuation (P/E 55.01) relative to profitability—it was unprofitable over its most recent full fiscal year despite strong quarterly revenue ($161.1M) and revenue growth (+16.4% YoY). The trust's prior two sales at VERX (March 21 and March 25) posted 30-day declines (-4.6% and -3.9% respectively) followed by 90-day gains (+17.6% and +16.9%), neither well-timed by sell standards. With shares sold near a 52-week high, investors should observe whether this concentration reduction signals revaluation concerns or reflects standard portfolio management by a long-term 10% holder.

10% owner JEFFREY R. WESTPHAL's trust sold 124,825 shares ($5.1M) across 3 days at $41.02–$41.32; retains 840,248 shares post-sale

A 10% beneficial owner executed 3 separate sales totaling 124,825 shares for $5,142,877.21 (blended average $41.20) over October 7–9, 2024, reducing holdings by -12.9% from 965,073 to 840,248 shares. The sale occurred near the 52-week high ($41.60), with current price at $41.03. Notably, his prior 5 sales at Vertex all subsequently rose 16.9%–17.6% over 90 days (0 of 5 were well-timed in terms of selling before a decline), suggesting this insider has missed upside moves at this ticker. The company trades at a P/E of 54.71 and reported full-year net income negative despite +16.4% annual revenue growth, raising questions about valuation and path to profitability. The timing pattern—this sale at near 52-week highs following a +14.2% 30-day rally—and the insider's poor historical timing on downside captures at this specific ticker warrant observation.