Syndax director sells 57,600 shares after option exercise

Syndax Pharmaceuticals Inc director Dennis Podlesak exercised stock options for 57,600 shares of common stock at a 7.2000 per-share strike and sold 57,600 shares between August 14 and 18, 2025 pursuant to a Rule 10b5-1 plan.

Rhea-AI Filing Summary

Syndax Pharmaceuticals Inc director Dennis Podlesak exercised stock options for 57,600 shares of common stock at a 7.2000 per-share strike and sold 57,600 shares between August 14 and 18, 2025 pursuant to a Rule 10b5-1 plan. After these trades he directly holds 191,763 shares of common stock and 135,000 options that are vested and immediately exercisable, with no unvested options remaining.

Insights

Financial Analyst

TL;DR: Routine insider option exercises and planned sales under a 10b5-1 plan; no new material corporate developments disclosed.

These transactions reflect non-derivative share purchases via option exercises at a $7.20 strike and immediate sales executed under a pre-established Rule 10b5-1 plan. The reported sale price ranges ($13.30–$16.00) suggest the sales realized material premiums over the exercise price, but the Form 4 contains no operational or financial results to change company valuation. For investors, this is a disclosure of insider liquidity rather than a signal of corporate performance.

Corporate Governance Expert

TL;DR: Transactions were executed under a documented 10b5-1 plan, indicating compliance with insider-trading rules.

The filing explicitly states the sales were effected pursuant to a Rule 10b5-1 plan covering equity grants expiring before August 21, 2025. That procedural detail reduces regulatory risk from timing allegations. The report also documents remaining equity holdings and vested options, supporting transparent disclosure of the directors beneficial ownership and post-transaction option balances.

Insider Trade Summary

Exercise and Sale: 57,600 shares ($460K approx. pre-tax spread)

Exercise and Sale 10 txns

Insider Podlesak Dennis

Role Director

Sold 57,600 shs ($875K)

Approx. gross sale proceeds $875K

Approx. exercise cost $415K

Approx. pre-tax spread $460K

Type	Security	Shares	Price	Value
Exercise	Stock Options (Right to buy)	19,200	$0.00	$0.00
Exercise	Common Stock	19,200	$7.20	$138K
Sale	Common Stock	19,200	$15.8422	$304K
Exercise	Stock Options (Right to buy)	14,400	$0.00	$0.00
Exercise	Stock Options (Right to buy)	4,800	$0.00	$0.00
Exercise	Common Stock	19,200	$7.20	$138K
Sale	Common Stock	19,200	$15.5421	$298K
Exercise	Stock Options (Right to buy)	19,200	$0.00	$0.00
Exercise	Common Stock	19,200	$7.20	$138K
Sale	Common Stock	19,200	$14.1938	$273K

Holdings After Transaction: Stock Options (Right to buy) — 0 contracts (Direct); Common Stock — 191,763 shares (Direct)

Footnotes (5)

1. F1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person solely covering equity grants with expiration dates prior to August 21, 2025. Following the sales reported in this Form 4, the Reporting Person has a total of 135,000 options to purchase shares of common stock that are vested and immediately exercisable and no unvested options to purchase shares of common stock.
2. F2. The sale prices ranged from $13.30 to $14.80.
3. F3. The sale prices ranged from $14.88 to $15.91.
4. F4. The sale prices ranged from $15.61 to $16.00.
5. F5. This option is fully vested.

Key Figures

Shares sold: 57,600 shares Options exercised: 57,600 shares Strike price: 7.2000 per share +5 more

8 metrics

Shares sold 57,600 shares Total common shares sold in three transactions on August 14, 15 and 18, 2025

Options exercised 57,600 shares Underlying common shares from stock options exercised at a 7.2000 strike in August 2025

Strike price 7.2000 per share Exercise price of the stock options converted into common stock

Sale price August 14 14.1938 per share Per-share price for the 19,200-share sale on August 14, 2025

Sale price August 15 15.5421 per share Per-share price for the 19,200-share sale on August 15, 2025

Sale price August 18 15.8422 per share Per-share price for the 19,200-share sale on August 18, 2025

Post-transaction common shares 191,763 shares Direct Syndax common stock holdings after the reported transactions

Remaining vested options 135,000 options Vested, immediately exercisable options to purchase common stock after the sales

Key Terms

Rule 10b5-1 plan, vested and immediately exercisable, derivative security, Stock Options (Right to buy)

4 terms

Rule 10b5-1 plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

vested and immediately exercisable financial

"has a total of 135,000 options to purchase shares of common stock that are vested and immediately exercisable"

derivative security financial

"transaction code description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Stock Options (Right to buy) financial

"security title: Stock Options (Right to buy)"

FAQ

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

What did Syndax (SNDX) director Dennis Podlesak report in this Form 4?

He exercised stock options for 57,600 shares of Syndax common stock at a 7.2000 per-share strike and sold 57,600 shares between August 14 and 18, 2025. These transactions were executed under a Rule 10b5-1 plan covering options close to expiry.

How many SNDX shares did Dennis Podlesak sell, and at what prices?

He sold 57,600 shares of Syndax common stock in three 19,200-share trades at per-share prices of 14.1938, 15.5421 and 15.8422. Footnotes note sale price ranges of $13.30–$14.80, $14.88–$15.91 and $15.61–$16.00 across the reported transactions.

How many Syndax (SNDX) shares does Dennis Podlesak own after these trades?

Following the reported option exercises and share sales, Dennis Podlesak directly holds 191,763 shares of Syndax Pharmaceuticals Inc common stock. This figure comes from the reported post-transaction holdings and reflects his remaining direct equity position in the company after the Form 4 transactions.

How many options on SNDX stock remain vested and exercisable for Dennis Podlesak?

A footnote states that after the sales, he has 135,000 options to purchase Syndax common stock that are vested and immediately exercisable, and no unvested options. These vested options represent potential future share acquisitions if he chooses to exercise them.

Were Dennis Podlesak’s SNDX trades made under a Rule 10b5-1 plan?

Yes. A footnote explains the sales were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person, covering equity grants with expiration dates prior to August 21, 2025. This indicates the trades followed a pre-arranged trading schedule rather than discretionary timing.

What is the overall direction of Dennis Podlesak’s recent SNDX transactions?

He exercised options for 57,600 shares and sold 57,600 shares of Syndax common stock over August 14–18, 2025. The transaction summary shows netBuySellShares of –57,600, characterizing the activity as a net sale of common stock alongside simultaneous option exercises.

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

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Accepted by SEC EDGAR 08/18/2025 - 05:02 PM Learn about SEC filing dates

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).

X

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^*

Podlesak Dennis

(Last) (First) (Middle)

C/O SYNDAX PHARMACEUTICALS, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		M		19,200	A	$7.2	210,963	D
Common Stock	08/14/2025		S(1)		19,200	D	$14.1938(2)	191,763	D
Common Stock	08/15/2025		M		19,200	A	$7.2	210,963	D
Common Stock	08/15/2025		S(1)		19,200	D	$15.5421(3)	191,763	D
Common Stock	08/18/2025		M		19,200	A	$7.2	210,963	D
Common Stock	08/18/2025		S(1)		19,200	D	$15.8422(4)	191,763	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)	$7.2	08/14/2025		M			19,200	(5)	08/18/2025	Common Stock	19,200	$0	0	D
Stock Options (Right to buy)	$7.2	08/15/2025		M			14,400	(5)	08/18/2025	Common Stock	14,400	$0	0	D
Stock Options (Right to buy)	$7.2	08/15/2025		M			4,800	(5)	08/20/2025	Common Stock	4,800	$0	0	D
Stock Options (Right to buy)	$7.2	08/18/2025		M			19,200	(5)	08/20/2025	Common Stock	19,200	$0	0	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person solely covering equity grants with expiration dates prior to August 21, 2025. Following the sales reported in this Form 4, the Reporting Person has a total of 135,000 options to purchase shares of common stock that are vested and immediately exercisable and no unvested options to purchase shares of common stock.

2. The sale prices ranged from $13.30 to $14.80.

3. The sale prices ranged from $14.88 to $15.91.

4. The sale prices ranged from $15.61 to $16.00.

5. This option is fully vested.

	/s/ Michael A. Metzger, Attorney-in-Fact	08/18/2025
	** 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.