VSTM Form 4: 390‑share withholding sale; CEO retains 442,117 shares

Rhea-AI Filing Summary

Insider sale to satisfy tax withholding — The Form 4 shows reporting person Paterson Dan, identified as Verastem, Inc. (VSTM) Director and President and CEO, reported a transaction dated 09/16/2025. The filing discloses a sale of 390 shares of common stock at $9.99 per share, executed to satisfy statutory withholding related to the vesting of restricted stock units. After the sale, the reporting person beneficially owned 442,117 shares directly. The form was signed by an attorney‑in‑fact on 09/18/2025. The filing contains no other transactions, derivatives, or additional explanatory items.

Positive

• Disclosure specifies the sale was to satisfy statutory withholding, clarifying the transaction motive
• Significant retained holding of 442,117 shares remains after the transaction

Negative

• Insider sale reported, which some investors may view negatively despite its stated purpose

Insights

Financial Analyst

TL;DR: A routine small sale of vested shares to cover taxes; holdings remain substantial.

The 390‑share sale at $9.99 is described explicitly as a statutory withholding event tied to RSU vesting, which is a common, non‑discretionary action and not a market timing sale. Relative to the remaining direct beneficial ownership of 442,117 shares, the transaction is immaterial to control or signaling. No derivative transactions or additional dispositions are reported. For investors, this filing documents standard insider administration of equity compensation rather than an indicator of change in strategy or confidence.

Corporate Governance Expert

TL;DR: Governance disclosure appears complete for a routine withholding sale; signature executed by attorney‑in‑fact.

The Form 4 properly identifies the reporting persons roles as both director and President/CEO and discloses the withholding sale date and price. The explanatory note clarifies the sales nature (tax withholding on RSU vesting), aligning with typical compliance practice. The signature by an attorney in fact on 09/18/2025 is included, satisfying execution requirements. There are no indications of policy breaches or undisclosed related transactions in this filing.

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).

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)
09/16/2025

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	09/16/2025		S		390(1)	D	$9.99	442,117	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	09/18/2025
	** 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.

FAQ

What did the Form 4 for Verastem (VSTM) disclose?

The Form 4 reports that reporting person Paterson Dan sold 390 shares at $9.99 on 09/16/2025 to satisfy tax withholding for vested RSUs.

What is the reporting person's role at VSTM?

The filer is listed as both a Director and the President and CEO of Verastem, Inc.

How many shares did the reporting person own after the transaction?

After the reported sale, the reporting person beneficially owned 442,117 shares directly.

Was this sale part of a larger disposition or a routine tax withholding?

The filing states the sale represented shares sold to satisfy statutory withholding requirements in connection with RSU vesting.

When was the Form 4 signed?

The Form 4 was signed by an attorney‑in‑fact on 09/18/2025.