STOCK TITAN

Verastem (NASDAQ: VSTM) director receives 108,000 restricted stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BAILEY MICHAEL P reported acquisition or exercise transactions in this Form 4 filing.

Verastem, Inc. director Michael P. Bailey reported an equity award of 108,000 shares of Common Stock in the form of restricted stock units at no cash cost. The grant consists of 36,000 RSUs as an annual grant and 72,000 RSUs as an initial grant under Verastem's Amended and Restated 2021 Equity Incentive Plan.

The 36,000 annual grant RSUs vest in twelve monthly installments from June 2026 through May 2027, tied to continued board service. The 72,000 initial grant RSUs vest in twelve quarterly installments starting on May 21, 2026, and are scheduled to fully vest three years from that date, also contingent on continued service. Following this award, Bailey directly holds 108,000 shares/RSUs.

Positive

  • None.

Negative

  • None.
Insider BAILEY MICHAEL P
Role null
Type Security Shares Price Value
Grant/Award Common Stock 108,000 $0.00 --
Holdings After Transaction: Common Stock — 108,000 shares (Direct, null)
Footnotes (1)
  1. 36,000 restricted stock units granted to the Reporting Person as an annual grant under the Issuer's Amended and Restated 2021 Equity Incentive Plan ("Annual Grant RSUs"). Each Annual Grant RSU represents the contingent right to receive one share of Common Stock. The Annual Grant RSUs vest in twelve substantially equal installments (rounded down to the nearest whole share on each vesting date except with respect to the final vesting date on which the remaining unvested portion shall vest). The first eleven installments shall vest beginning on the last day of each month over a period from June, 2026 to April, 2027 and the last installment shall vest on the earlier of (i) the day before the 2027 Annual Meeting of Stockholders is held or (ii) May 31, 2027, provided that the Reporting Person continues to serve as a director of the Issuer on each such vesting date. 72,000 restricted stock units granted to the Reporting Person as an initial grant under the Issuer's Amended and Restated 2021 Equity Incentive Plan ("Initial Grant RSUs"). Each Initial Grant RSU represents the contingent right to receive one share of Common Stock. The Initial Grant RSUs vest in twelve substantially equal installments (rounded down to the nearest whole share on each vesting date except with respect to the final vesting date on which the remaining unvested portion shall vest) on each quarterly anniversary of May 21, 2026 (the "Start Date") until the award is fully vested on the date that is three (3) years from the Start Date, provided that the Reporting Person continues to serve as a director of the Issuer on each such vesting date.
Equity award size 108,000 shares Total restricted stock units granted on May 21, 2026
Annual grant RSUs 36,000 units Annual director grant vesting monthly June 2026–May 2027
Initial grant RSUs 72,000 units Initial director grant vesting quarterly over three years from May 21, 2026
restricted stock units financial
"36,000 restricted stock units granted to the Reporting Person as an annual grant"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Amended and Restated 2021 Equity Incentive Plan financial
"granted to the Reporting Person as an annual grant under the Issuer's Amended and Restated 2021 Equity Incentive Plan"
vesting financial
"The Annual Grant RSUs vest in twelve substantially equal installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
quarterly anniversary financial
"vest in twelve substantially equal installments ... on each quarterly anniversary of May 21, 2026"
A quarterly anniversary marks the date that occurs every three months after a specific event, such as an investment or a business milestone. It is similar to a birthday that repeats four times a year, helping investors track the timing of important updates or changes. Recognizing these anniversaries allows investors to stay informed about progress and make timely decisions.
SEC Form 4
FORM 4UNITED 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*
BAILEY MICHAEL P

(Last)(First)(Middle)
C/O VERASTEM, INC.,
117 KENDRICK ST., SUITE 500

(Street)
NEEDHAM MASSACHUSETTS 02494

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Verastem, Inc. [ VSTM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026A108,000(1)(2)A$0.00108,000D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 36,000 restricted stock units granted to the Reporting Person as an annual grant under the Issuer's Amended and Restated 2021 Equity Incentive Plan ("Annual Grant RSUs"). Each Annual Grant RSU represents the contingent right to receive one share of Common Stock. The Annual Grant RSUs vest in twelve substantially equal installments (rounded down to the nearest whole share on each vesting date except with respect to the final vesting date on which the remaining unvested portion shall vest). The first eleven installments shall vest beginning on the last day of each month over a period from June, 2026 to April, 2027 and the last installment shall vest on the earlier of (i) the day before the 2027 Annual Meeting of Stockholders is held or (ii) May 31, 2027, provided that the Reporting Person continues to serve as a director of the Issuer on each such vesting date.
2. 72,000 restricted stock units granted to the Reporting Person as an initial grant under the Issuer's Amended and Restated 2021 Equity Incentive Plan ("Initial Grant RSUs"). Each Initial Grant RSU represents the contingent right to receive one share of Common Stock. The Initial Grant RSUs vest in twelve substantially equal installments (rounded down to the nearest whole share on each vesting date except with respect to the final vesting date on which the remaining unvested portion shall vest) on each quarterly anniversary of May 21, 2026 (the "Start Date") until the award is fully vested on the date that is three (3) years from the Start Date, provided that the Reporting Person continues to serve as a director of the Issuer on each such vesting date.
/s/ Daniel Calkins, Attorney in Fact05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Verastem (VSTM) director Michael P. Bailey report in this Form 4?

Michael P. Bailey reported receiving an equity award covering 108,000 shares of Verastem Common Stock in the form of restricted stock units. The grant was made at no cash cost and represents compensation for his role as a director.

How is the 36,000-share annual RSU grant for Verastem (VSTM) vesting?

The 36,000 annual restricted stock units vest in twelve substantially equal monthly installments from June 2026 through April 2027, with the final portion vesting on the earlier of the day before the 2027 annual stockholder meeting or May 31, 2027, subject to continued service.

How will the 72,000-share initial RSU grant at Verastem (VSTM) vest?

The 72,000 initial restricted stock units vest in twelve substantially equal installments on each quarterly anniversary of May 21, 2026. Vesting continues until three years from that start date, provided Michael P. Bailey continues serving as a director on each vesting date.

What is Michael P. Bailey’s Verastem (VSTM) holding after this Form 4 transaction?

Following the reported grant, Michael P. Bailey holds 108,000 shares or share-equivalent restricted stock units of Verastem Common Stock directly. These holdings reflect the newly granted awards and vest over time, conditioned on his continued service on the company’s board.

Under which plan were the Verastem (VSTM) RSUs to Michael P. Bailey granted?

Both the 36,000-share annual grant and the 72,000-share initial grant were made under Verastem’s Amended and Restated 2021 Equity Incentive Plan. This plan governs equity-based compensation for eligible participants, including directors, using restricted stock units tied to Common Stock.