Syndax (SNDX) CEO Metzger awarded RSUs, options and sells shares

Rhea-AI Filing Summary

Syndax Pharmaceuticals Chief Executive Officer and director Michael A. Metzger reported multiple equity transactions. On February 4, 2026, he received 73,000 restricted stock units that vest in three equal annual installments, plus 144,600 performance-based RSUs whose payout depends on pre-set metrics. He was also granted stock options for 440,000 shares at an exercise price of $20.43 per share, vesting monthly over four years. On February 6, 2026, he sold 7,412 shares of common stock at $20.62 per share to cover tax withholding tied to RSU vesting, and after these transactions directly owned 508,849 common shares and 440,000 options.

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^*

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)
02/04/2026

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		73,000(1)	A	$0	371,661	D
Common Stock	02/04/2026		A		144,600(2)	A	$0	516,261	D
Common Stock	02/06/2026		S(3)		7,412	D	$20.62	508,849	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		440,000		(4)	02/04/2036	Common Stock	440,000	$20.43	440,000	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. 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.

4. 1/48th of the shares subject to the option shall vest monthly over a four-year period.

	/s/ Michael A. Metzger	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 insider transactions did Syndax (SNDX) CEO Michael Metzger report?

Michael Metzger reported equity grants and a small share sale. He received time-based RSUs, performance-based RSUs, a large stock option grant, and sold 7,412 shares of common stock primarily to cover tax withholding obligations tied to RSU vesting.

How many RSUs did the Syndax (SNDX) CEO receive in this Form 4 filing?

Metzger received 73,000 time-based RSUs and 144,600 performance-based RSUs. The time-based RSUs vest in three equal annual installments, while the performance RSUs vest only if pre-established metrics approved by the Compensation Committee are achieved during his continued service.

What stock option grant was reported for the Syndax (SNDX) CEO?

He was granted stock options for 440,000 shares of Syndax common stock with a $20.43 exercise price. These options vest over four years, with 1/48th of the shares vesting each month, so long as Metzger continues in qualifying service with the company.

Why did the Syndax (SNDX) CEO sell 7,412 shares of common stock?

The 7,412 shares sold at $20.62 per share were to cover tax withholding obligations from RSU vesting. This type of sale is a common administrative transaction designed to satisfy tax requirements without the insider paying cash out-of-pocket.

How many Syndax (SNDX) shares does the CEO own after these transactions?

Following the reported transactions, Metzger directly owned 508,849 shares of Syndax common stock. In addition, he held 440,000 stock options, all reported as directly owned derivative securities in the filing’s ownership tables.

How do the performance-based RSUs for Syndax (SNDX) CEO vest?

The performance-based RSUs represent the right to receive one common share per unit upon vesting. The number of shares actually earned depends on achieving pre-established performance metrics set by the Compensation Committee and Metzger’s continued qualifying service with Syndax.