Syndax (SNDX) CFO receives RSUs, 118,000 options and sells shares for taxes

Rhea-AI Filing Summary

Syndax Pharmaceuticals Chief Financial Officer Keith A. Goldan reported multiple equity transactions in early 2026. He bought 1,219 shares of common stock on January 30, 2026 at $8.48 per share through the employee stock purchase plan, and now directly holds 143,839 common shares.

On February 4, 2026, he received 21,500 time-based restricted stock units and 30,750 performance-based RSUs, each convertible into one share of common stock upon vesting under service and, for the performance award, metric conditions. He also received 118,000 stock options with a $20.43 exercise price, vesting monthly over four years.

On February 6, 2026, Goldan sold 2,082 shares of common stock at $20.62 per share to cover tax withholding obligations related to RSU vesting, as disclosed, and continues to directly own both common shares and the newly granted 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

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^*

Goldan Keith A.

(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)
	Chief Financial 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	01/30/2026		J(1)		1,219	A	$8.48	93,671	D
Common Stock	02/04/2026		A		21,500(2)	A	$0	115,171	D
Common Stock	02/04/2026		A		30,750(3)	A	$0	145,921	D
Common Stock	02/06/2026		S(4)		2,082	D	$20.62	143,839	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		118,000		(5)	02/04/2036	Common Stock	118,000	$20.43	118,000	D

Explanation of Responses:

1. The Reporting Person is voluntarily filing this Form 4 to report the acquisition of 1,219 shares by the Reporting Person on 1/30/2026 pursuant to the Issuer's Employee Stock Purchase Plan.

2. 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.

3. 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.

4. 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.

5. 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.
* 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Syndax (SNDX) CFO Keith A. Goldan report in this Form 4?

Keith A. Goldan reported share purchases, equity awards, and a tax-related sale. He acquired stock via the employee purchase plan, received RSUs and stock options, and sold a small number of shares solely to satisfy tax withholding from RSU vesting.

How many Syndax (SNDX) shares did the CFO acquire through the employee stock purchase plan?

The CFO acquired 1,219 Syndax common shares through the employee stock purchase plan. This purchase on January 30, 2026, was at a price of $8.48 per share and was voluntarily reported, increasing his directly held common stock position.

What restricted stock units (RSUs) did the Syndax (SNDX) CFO receive?

He received 21,500 time-based RSUs and 30,750 performance-based RSUs. The time-based RSUs vest in three equal annual installments, while the performance-based RSUs vest based on pre-approved performance metrics and his continued service with the company.

What stock options were granted to the Syndax (SNDX) CFO in this filing?

The CFO was granted 118,000 stock options with a $20.43 exercise price. These options become exercisable over four years, with one-forty-eighth of the options vesting each month, contingent on his continued service with Syndax Pharmaceuticals.

Why did the Syndax (SNDX) CFO sell 2,082 shares of common stock?

He sold 2,082 shares to cover tax withholding on vested RSUs. The sale on February 6, 2026 occurred at $20.62 per share and was specifically disclosed as satisfying tax obligations tied to restricted stock unit vesting.

How many Syndax (SNDX) shares does the CFO hold after these transactions?

After the reported transactions, he directly holds 143,839 common shares. In addition to these shares, he also directly holds 118,000 stock options granted on February 4, 2026, which vest monthly over a four-year period.