Verastem (VSTM) CEO sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Verastem, Inc. President and CEO Dan Paterson reported a small sale of company stock tied to tax withholding. On February 4, 2026, he sold 970 shares of common stock at $6.69 per share to satisfy statutory withholding for vested restricted stock units.

After this transaction, Paterson directly held 612,919 shares of Verastem common stock, indicating he retains a substantial equity stake despite the routine tax-related sale.

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

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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^*

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)
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	02/04/2026		S		970(1)	D	$6.69	612,919	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	02/05/2026
	** 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).
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FAQ

What insider transaction did Verastem (VSTM) report on this Form 4?

Verastem reported that President and CEO Dan Paterson sold 970 shares of common stock. The sale occurred on February 4, 2026, and was executed at $6.69 per share in connection with statutory withholding on vested restricted stock units.

Why did Verastem (VSTM) CEO Dan Paterson sell 970 shares?

Dan Paterson sold 970 Verastem shares to satisfy statutory tax withholding requirements. The filing explains the sale was linked to the vesting of restricted stock units, indicating it was a routine, compensation-related transaction rather than a discretionary open-market sale.

What price and total value were involved in the Verastem (VSTM) insider sale?

The reported Verastem insider sale was executed at $6.69 per share for 970 shares. This implies a transaction value of roughly $6,489, reflecting a relatively small trade made specifically to cover tax withholding obligations on vested equity awards.

How many Verastem (VSTM) shares does CEO Dan Paterson own after this trade?

After the tax-related sale, Dan Paterson beneficially owned 612,919 shares of Verastem common stock directly. This remaining stake suggests continued significant equity exposure to the company despite the small share sale reported in the Form 4 filing.

Was the Verastem (VSTM) CEO’s Form 4 sale a direct or indirect holding change?

The Form 4 lists the transaction as affecting a direct holding, marked with ownership form “D.” There is no indication of trusts or other entities, so the 970 shares sold and 612,919 shares remaining are reported as directly held by Dan Paterson.