Verastem (VSTM) Form 4: CEO Paterson Offloads 17.8k Shares, Ownership Still Robust

Rhea-AI Filing Summary

Verastem, Inc. (VSTM) – Form 4 insider activity

President & Chief Executive Officer Dan Paterson filed a Form 4 disclosing the sale of 17,808 common shares on 20-Jun-2025 at $5.13 per share. The transaction was coded “S,” and the filing states that the sale was made solely to cover statutory tax-withholding obligations triggered by the vesting of previously granted restricted stock units (RSUs).

After the withholding-related sale, Paterson’s direct beneficial ownership stands at 443,839 common shares. No derivative securities were bought or sold, and there were no Rule 10b5-1 trading-plan indications.

Key take-aways for investors

• The transaction value is approximately $91,400, representing a small fraction of his total equity stake.
• The filing cites administrative tax obligations rather than discretionary profit-taking, which typically lessens negative signaling.
• No changes were reported to option holdings, RSUs, or indirect ownership.

Because the CEO retains a substantial position and the sale size is modest relative to both his holdings and Verastem’s market capitalization, the market impact is expected to be immaterial. Nonetheless, investors monitoring insider sentiment should log the event for longitudinal trend analysis.

Insights

Securities Analyst

TL;DR: Small CEO sale for taxes; stake remains large, signaling neutral.

The 17,808-share sale (~$0.09 MM) equals roughly 4% of Paterson’s 461 K-share pre-transaction stake and is explicitly for RSU tax withholding. Such administrative disposals do not generally indicate negative forward-looking views. Insider retains ~444 K shares, aligning incentives with shareholders. Given Verastem’s ±$500 MM market cap, the transaction is de-minimis & unlikely to influence valuation or liquidity. I view the filing as neutral for sentiment and valuation.

Corporate Governance Expert

TL;DR: Routine withholding sale; governance impact negligible.

From a governance lens, the CEO followed Section 16 reporting deadlines and disclosed the purpose of the sale, satisfying transparency requirements. The absence of a 10b5-1 plan suggests opportunistic timing was not a factor; however, the nominal size and stated tax purpose mitigate concerns. No red flags regarding compliance or control were observed. Overall governance impact: neutral.

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^*

Paterson Dan

(Last) (First) (Middle)

C/O VERASTEM, INC.,

117 KENDRICK ST., SUITE 500

(Street)

NEEDHAM MA 02494

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Verastem, Inc. [ VSTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		S		17,808(1)	D	$5.13	443,839	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

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by the Reporting Person to satisfy statutory withholding requirements in connection with the vesting of restricted stock units.

	/s/ Daniel Calkins, Attorney in Fact	06/24/2025
	** 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.

FAQ

How many Verastem (VSTM) shares did CEO Dan Paterson sell on 20-Jun-2025?

He sold 17,808 common shares at $5.13 each.

Why did the Verastem CEO sell shares according to the Form 4?

The sale was to satisfy statutory tax-withholding requirements tied to RSU vesting.

What is Dan Paterson’s total share ownership after the transaction?

He now directly owns 443,839 Verastem common shares.

Were any derivative securities involved in the 20-Jun-2025 transaction?

No. No options, warrants, or other derivatives were acquired or sold.

Does the Form 4 mention a Rule 10b5-1 trading plan?

No, the filing does not indicate that the sale was made under a Rule 10b5-1 plan.