VSTM Form 4: Small Insider Sale Tied to Tax Withholding

Rhea-AI Filing Summary

Verastem, Inc. (VSTM) – Form 4 insider transaction summary

Chief Financial Officer Daniel Calkins filed a Form 4 reporting two open-market sales of Verastem common stock:

• 06/20/2025: 4,110 shares sold at $5.13 per share.
• 06/23/2025: 25 shares sold at $4.71 per share.

The filing explains that the transactions were executed solely to cover statutory tax-withholding obligations triggered by the vesting of previously granted restricted stock units (RSUs). No derivative securities were involved in this report.

Following the sales, Calkins’ direct beneficial ownership stands at 109,945 common shares. The disposition represents roughly 3.6 % of his previously reported direct holdings, leaving the executive with a substantial equity position that continues to align his interests with shareholders.

No additional purchases, option exercises, or new awards were disclosed, and there is no indication of a 10b5-1 trading plan for these transactions. Because the sales were relatively small and explained as tax-related, the market impact is expected to be limited; however, investors often track insider activity for sentiment cues, and any sale by a senior officer can attract attention.

Positive

• CFO retains 109,945 shares, preserving meaningful insider alignment with shareholders.
• Sale was explicitly linked to tax withholding on RSU vesting, limiting negative signaling.

Negative

• Insider sale, even if small, can be interpreted by some investors as a bearish sentiment indicator.

Insights

Securities Analyst

TL;DR: Small CFO sale, tax-motivated, negligible strategic signal.

The aggregate sale of 4,135 shares (~US$21k) is immaterial to Verastem’s float and represents a modest 3-4 % trim of the CFO’s stake. The filing specifically states the sales were to satisfy withholding on RSU vesting, a routine administrative action that does not typically reflect an adverse view of future fundamentals. Post-sale ownership of ~110k shares maintains meaningful skin-in-the-game. I view the disclosure as neutral from a valuation standpoint; no operational or guidance information is included, and the transaction size is too small to alter supply-demand dynamics.

Corporate Governance Expert

TL;DR: Insider disposition is procedural; governance risk unchanged.

Rule 16b filings like this are common when RSUs vest. The sale was not executed under a Rule 10b5-1 plan, but the stated purpose—covering tax—is credible. Remaining ownership suggests continuing alignment, and no red flags (e.g., multiple executives selling, accelerated vesting) are present. Accordingly, I classify the event as not impactful on governance risk or insider confidence metrics.

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
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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).

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^*

Calkins Daniel

(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)

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

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		4,110(1)	D	$5.13	109,945	D
Common Stock	06/23/2025		S		25(1)	D	$4.71	109,920	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 Calkin	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).
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FAQ

How many Verastem (VSTM) shares did CFO Daniel Calkins sell?

He sold 4,110 shares on 06/20/2025 and 25 shares on 06/23/2025, totaling 4,135 shares.

What was the average price of the shares sold by the Verastem CFO?

Shares were sold at $5.13 and $4.71; the weighted average is roughly $5.12 per share.

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

The filing states the sale was to satisfy statutory tax-withholding obligations resulting from RSU vesting.

How many Verastem shares does the CFO still own after the transaction?

Daniel Calkins now directly owns 109,945 common shares.

Does this Form 4 filing involve any derivative securities or option exercises?

No. No derivative transactions were reported in this Form 4.