VSTM Form 4: CFO Sells 82 Shares for Tax Withholding at $9.08–$9.23

Rhea-AI Filing Summary

Insider sale to cover tax withholding: Verastem, Inc. CFO Daniel Calkins reported two small sales of common stock tied to restricted stock unit vesting. On 09/22/2025 he sold 57 shares at $9.08 and on 09/24/2025 he sold 25 shares at $9.23, reducing his beneficial ownership from 109,920 to 109,838 shares. The Form 4 states these sales were made to satisfy statutory withholding obligations associated with RSU vesting, not an open-market disposition for other purposes.

Positive

• Sales were for tax withholding related to RSU vesting, not opportunistic cashing out
• Form 4 fully discloses dates, share counts, and prices, indicating transparent reporting

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine minor insider sales to cover tax withholding; immaterial to company valuation.

The reported transactions total 82 shares sold across two dates at prices of $9.08 and $9.23, leaving the reporting person with 109,838 shares. The Form 4 explicitly states the sales were executed to satisfy statutory withholding related to RSU vesting, which typically signals no change in the insider's view of company fundamentals. The absolute size of the transactions is negligible relative to typical public-company float, so market impact is minimal.

Corporate Governance Expert

TL;DR: Disclosure is standard and complies with Section 16 reporting requirements.

The Form 4 properly identifies the reporting person, relationship to the issuer (CFO), transaction dates, share amounts, and prices, and provides an explanation linking the sales to statutory withholding for RSU vesting. This is consistent with best practices for transparency by insiders when equity-based awards vest.

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^*

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)
09/22/2025

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	09/22/2025		S		57(1)	D	$9.08	109,863	D
Common Stock	09/24/2025		S		25(1)	D	$9.23	109,838	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	09/24/2025
	** 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).
** 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 Verastem (VSTM) insider Daniel Calkins report on Form 4?

He reported two sales totaling 82 shares on 09/22/2025 and 09/24/2025 to satisfy withholding for RSU vesting.

At what prices were the VSTM shares sold by the CFO?

The shares were sold at $9.08 on 09/22/2025 and $9.23 on 09/24/2025.

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

Following the reported sales, Daniel Calkins beneficially owned 109,838 shares.

Why were the shares sold according to the Form 4?

The Form 4 states the sales were made to satisfy statutory withholding requirements in connection with the vesting of restricted stock units.

Does this Form 4 indicate any other types of transactions or derivative trades?

No. The filing reports only two non-derivative common stock sales and includes no derivative transactions.