Verastem (VSTM) Insider Files Form 4 for Minor 284-Share Sale

Rhea-AI Filing Summary

SEC Form 4 overview – Verastem, Inc. (VSTM)

On 06/16/2025 director Robert E. Gagnon reported the disposition of 284 common shares at $5.65 per share, an aggregate value of roughly $1.6 thousand. The sale was executed solely to satisfy statutory tax-withholding requirements related to the vesting of restricted stock units, according to the filing’s footnote. After the transaction Gagnon directly owns 42,242 shares; no derivative securities were traded or reported. Because the sale represents less than 1% of his holdings and is administrative in nature, the filing signals minimal change in insider alignment and no operational impact on Verastem.

Positive

• Director retains 42,242 shares, maintaining meaningful ownership alignment with shareholders.
• Sale explicitly for tax-withholding per footnote, reducing concern over sentiment-driven selling.
• Timely Section 16 filing demonstrates governance compliance.

Negative

• Insider sale, however small, can be perceived negatively by some market participants.
• No accompanying Rule 10b5-1 plan disclosure, leaving future sale cadence uncertain.

Insights

Financial Analyst

TL;DR – Small, tax-related sale; neutral market impact.

The 284-share sale is immaterial (<$2k) relative to volume and Gagnon’s remaining 42k-share stake. Footnote clarity that proceeds cover withholding mitigates negative interpretation often associated with insider selling. No derivatives or Rule 10b5-1 plan disclosed, suggesting a one-off administrative event. For investors, the filing neither alters earnings outlook nor hints at strategic shifts, so price impact should be negligible.

Corporate Governance Expert

TL;DR – Routine compliance transaction; governance risk unchanged.

The director remains in compliance with Section 16 reporting timelines, filing within four days. Retention of 42,242 shares indicates continued economic exposure and board alignment. The use of shares to meet tax obligations is common practice and does not raise governance red flags. Overall, this event is non-impactful to shareholders’ governance considerations.

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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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).

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^*

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)
06/16/2025

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	06/16/2025		S		284(1)	D	$5.65	42,242	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	06/20/2025
	** 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 Robert Gagnon sell?

He sold 284 common shares.

At what price were the VSTM shares sold?

The shares were sold at $5.65 per share.

Why did the insider sell VSTM shares?

The sale was to cover statutory tax-withholding obligations upon RSU vesting.

How many VSTM shares does the director still own after the sale?

He directly owns 42,242 shares.

Were any derivative securities involved in this Form 4 filing?

No, no derivative securities were reported.