Verastem (VSTM) Form 4: Director disposes 281 shares for tax withholding

Rhea-AI Filing Summary

Verastem, Inc. (VSTM) director Robert E. Gagnon reported a sale of 281 shares of common stock on 09/16/2025 at a price of $9.99 per share, reducing his direct holdings to 41,961 shares. The filing states the shares were sold solely to satisfy statutory withholding for vested restricted stock units. The Form 4 was signed by an attorney-in-fact on 09/18/2025. No options, warrants, or other derivative transactions are reported in this filing.

Positive

• Transaction disclosed promptly under Section 16, showing compliance with reporting rules
• Sale was solely to satisfy statutory withholding for vested restricted stock units, indicating an administrative purpose

Negative

• Director's direct holdings decreased by 281 shares, reducing the total to 41,961 shares

Insights

Financial Analyst

TL;DR Routine small insider sale to cover tax withholding; not a material shift in ownership.

The reported sale of 281 shares at $9.99 to satisfy statutory withholding for vested restricted stock units is a common administrative transaction and does not materially change the director's stake, which remains at 41,961 shares. There are no derivative transactions or additional dispositions reported. For investors, this filing signals routine equity compensation mechanics rather than a change in view of the company's prospects.

Corporate Governance Expert

TL;DR Disclosure is timely and clear; sale is administrative rather than a deliberate liquidity event.

The Form 4 clearly identifies the reporting person as a director and discloses the transaction purpose: tax-withholding on vested restricted stock units. The transaction code and explanatory note follow standard disclosure practice. Governance-wise, such filings demonstrate compliance with Section 16 reporting obligations and appropriate delegation of signature authority to an attorney-in-fact.

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

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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^*

Gagnon Robert E.

(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
	Officer (give title below)		Other (specify below)

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		281(1)	D	$9.99	41,961	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 Robert E. Gagnon report on the Form 4 for VSTM?

He reported a sale of 281 shares of Verastem common stock on 09/16/2025 at $9.99 per share to satisfy statutory withholding for vested restricted stock units.

How many VSTM shares does the reporting person own after the transaction?

The reporting person beneficially owns 41,961 shares following the reported transaction.

Was the sale part of a larger disposition or a derivative transaction?

No. The Form 4 shows a non-derivative sale only and specifically states the sale satisfied tax withholding; no options, warrants, or other derivatives are reported.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by /s/ Daniel Calkins, Attorney in Fact on 09/18/2025.

Does this Form 4 indicate a change in company control or major ownership?

No. The filing reports a small administrative sale and does not indicate any change in control or a material ownership shift.