Syndax (SNDX) awards RSUs and 144,700 stock options to Head of R&D, CMO

Rhea-AI Filing Summary

Syndax Pharmaceuticals granted equity awards to its Head of R&D and Chief Medical Officer, Nicholas A.J. Botwood, as part of his compensation on 02/04/2026. He received 24,000 time-based RSUs, each representing one share of common stock, which vest in three equal annual installments over three years, contingent on continued service.

He also received 36,000 performance-based RSUs, with shares issuable only if pre-established performance metrics approved by the Compensation Committee are achieved and he remains in service. In addition, he was granted 144,700 stock options with an exercise price of $20.43 per share, vesting in equal monthly installments over four years. All reported common stock awards were acquired at $0 per share, reflecting non-cash equity compensation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Botwood Nicholas A.J.

(Last) (First) (Middle)

730 THIRD AVENUE

FLOOR 9

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Syndax Pharmaceuticals Inc [ SNDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of R&D, CMO

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2026		A		24,000(1)	A	$0	59,165	D
Common Stock	02/04/2026		A		36,000(2)	A	$0	95,165	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to buy)	$20.43	02/04/2026		A		144,700		(3)	02/04/2036	Common Stock	144,700	$20.43	144,700	D

Explanation of Responses:

1. Award of restricted stock units ("RSUs"), representing the right to receive one share of Common Stock for each RSU. One third (1/3rd) of the shares of Common Stock subject to such RSU shall vest annually on the anniversary of the Vesting Commencement Date, during the Reporting Person's continued service as an employee, consultant, director or officer of the Company over the three (3) years following the date of grant, until all of the shares subject to such RSU are fully vested.

2. Award of RSUs, representing the right to receive one share of Common Stock for each RSU. The number of shares of Common Stock acquired upon vesting of the RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, subject to the Reporting Person's continued service as an employee, consultant, director or officer of the Company.

3. 1/48th of the shares subject to the option shall vest monthly over a four-year period.

	/s/ Michael A. Metzger, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Syndax (SNDX) grant to Nicholas A.J. Botwood?

Syndax granted Nicholas A.J. Botwood 24,000 time-based RSUs, 36,000 performance-based RSUs, and 144,700 stock options at an exercise price of $20.43 per share, all as non-cash equity compensation tied to continued service and, for some awards, performance.

How do the time-based RSUs for Syndax (SNDX) CMO vest?

The 24,000 time-based RSUs vest in three equal annual installments. One-third of the underlying common shares vests each year on the anniversary of the vesting commencement date, provided Nicholas A.J. Botwood continues serving as an employee, consultant, director, or officer of Syndax.

What conditions apply to the performance-based RSUs reported by Syndax (SNDX)?

The 36,000 performance-based RSUs only deliver common shares if pre-established performance metrics are achieved. These metrics are approved by Syndax’s Compensation Committee, and vesting is also conditioned on Nicholas A.J. Botwood’s continued service with the company in an eligible role.

What are the key terms of Nicholas A.J. Botwood’s stock options at Syndax (SNDX)?

Nicholas A.J. Botwood received 144,700 stock options with a $20.43 exercise price. According to the disclosure, 1/48th of the options vest monthly over four years, and the options are scheduled to expire on 02/04/2036 if not exercised.

Did Nicholas A.J. Botwood pay cash for the Syndax (SNDX) RSU awards?

No cash was paid for the RSUs. The filing shows the 24,000 and 36,000 common stock awards were acquired at a price of $0 per share, reflecting standard equity compensation grants rather than open-market purchases of Syndax stock.

How many Syndax (SNDX) common shares does Nicholas A.J. Botwood hold after these grants?

After the reported transactions, Nicholas A.J. Botwood beneficially owned 95,165 shares of Syndax common stock directly. This total reflects the incremental additions from the 24,000 and 36,000 RSU-related common stock awards reported in the Form 4 filing.

What role does Nicholas A.J. Botwood hold at Syndax (SNDX) in this Form 4?

In this disclosure, Nicholas A.J. Botwood is identified as an officer of Syndax, serving as Head of R&D and Chief Medical Officer. The equity awards reported are tied to his ongoing executive role and continued service with the company.