Syndax CEO sells shares to cover RSU tax

Syndax Pharmaceuticals Chief Executive Officer Michael A. Metzger reported a sale of common stock primarily to cover taxes.

Accepted by SEC EDGAR 02/10/2026 - 09:00 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Syndax Pharmaceuticals Chief Executive Officer Michael A. Metzger reported a sale of common stock primarily to cover taxes. On 02/09/2026, he sold 17,159 shares of Syndax Pharmaceuticals common stock at a price of $21.028 per share.

The filing explains that this sale represents shares required to be sold to satisfy tax withholding obligations related to the vesting of restricted stock units, rather than a discretionary open-market sale of his full holdings. After this transaction, Metzger beneficially owned 491,690 shares of Syndax Pharmaceuticals common stock in direct ownership.

Insider Trade Summary

Net Seller: 17,159 shares

Net Sell 1 txn

Insider Metzger Michael A

Role Chief Executive Officer

Sold 17,159 shs ($361K)

Share of Position Sold 3.4%

Type	Security	Shares	Price	Value
Sale	Common Stock	17,159	$21.028	$361K

Holdings After Transaction: Common Stock — 491,690 shares (Direct)

Holdings Before and After: Common Stock, 508,849 to 491,690 shares (Direct)

Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (1)

1. F1. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Syndax (SNDX) CEO Michael A. Metzger report?

Michael A. Metzger reported selling 17,159 shares of Syndax common stock. The shares were sold on February 9, 2026, at $21.028 per share, as disclosed in a Form 4 insider trading report filed under SEC Section 16 rules.

Why did the Syndax (SNDX) CEO sell 17,159 shares of stock?

The 17,159 shares sold by the Syndax CEO were required to cover tax withholding obligations. The filing states the sale was connected to the vesting of restricted stock units, meaning it was driven by tax requirements rather than a purely discretionary stock sale.

How many Syndax (SNDX) shares does CEO Michael A. Metzger own after this transaction?

After the reported sale, Michael A. Metzger beneficially owned 491,690 shares of Syndax common stock. The Form 4 shows these shares as directly held, indicating his remaining ownership position following the tax-related sale of 17,159 shares.

At what price were the Syndax (SNDX) shares sold by the CEO?

The 17,159 Syndax shares were sold at a price of $21.028 per share. This per-share sale price is reported in the Form 4 under the non-derivative securities table, which details the transaction code, number of shares, and resulting ownership.

What does the Form 4 footnote say about the Syndax (SNDX) CEO’s share sale?

The Form 4 footnote explains that the sale represents shares required to be sold to cover tax withholding obligations. It specifies the transaction is tied to the vesting of restricted stock units, clarifying the nature of the sale as tax-related rather than purely elective.

Is the Syndax (SNDX) CEO a director as well as an officer in this filing?

Yes. The filing identifies Michael A. Metzger as both a director and an officer of Syndax. His officer title is listed as Chief Executive Officer, and he is not marked as a 10% owner, according to the relationship section of the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Metzger Michael A

(Last) (First) (Middle)

C/O SYNDAX PHARMACEUTICALS, INC.

730 3RD 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		S(1)		17,159	D	$21.028	491,690	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

Explanation of Responses:

1. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ Michael A. Metzger	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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