RTW holds 7.84M Verastem (VSTM) shares with ownership capped at 9.99%

Rhea-AI Filing Summary

RTW Investments and Roderick Wong reported beneficial ownership of 7,836,346 shares of Verastem common stock, representing 9.9% of the class. All voting and dispositive power over these shares is shared, with no sole authority reported by either party.

The ownership figure assumes the exercise of warrants held by the reporting persons to purchase 1,260,040 shares, subject to a 9.99% ownership cap in the warrant terms. The percentage is based on 66,776,006 shares outstanding as of November 3, 2025, plus 10,405,863 shares issued in a later public offering and the warrant shares. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Verastem.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Verastem, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

92337C203

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

RTW Investments, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,836,346.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,836,346.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,836,346.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

Roderick Wong

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,836,346.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,836,346.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,836,346.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Verastem, Inc.
(b)	Address of issuer's principal executive offices: 117 Kendrick Street, Suite 500, Needham, MA, 02494.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of Verastem, Inc. (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 92337C203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 1,260,040 Shares (the "Warrants"), the maximum amount that may be exercised given the current number of outstanding shares and the shares held by the Reporting Persons. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon the sum of (i) 66,776,006 Shares outstanding as of November 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 4, 2025, (ii) 10,405,863 Shares issued and sold in a public offering by the Company pursuant to the prospectus supplement dated November 13, 2025, filed with the SEC on November 17, 2025, including the issuance and sale of 1,862,069 Shares pursuant to the exercise in full of the underwriters' option to purchase additional Shares, and (iii) assume the exercise of Warrants held by the Reporting Persons to purchase 1,260,040 Shares.
(b)	Percent of class: RTW Investments: 9.99% Dr. Wong: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: RTW Investments: 0 Dr. Wong: 0
	(ii) Shared power to vote or to direct the vote: RTW Investments: 7,836,346 Shares Dr. Wong: 7,836,346 Shares
	(iii) Sole power to dispose or to direct the disposition of: RTW Investments: 0 Dr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: RTW Investments: 7,836,346 Shares Dr. Wong: 7,836,346 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. RTW Master Fund, Ltd., an RTW Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than 5% of the Shares reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	02/17/2026

Roderick Wong

Signature:	s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	02/17/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2025).

FAQ

What stake in Verastem (VSTM) did RTW Investments report?

RTW Investments and Roderick Wong reported beneficial ownership of 7,836,346 Verastem shares, or 9.9% of the common stock. This total includes shares underlying certain warrants, reflecting their aggregate economic and voting exposure to VSTM as of the reported date.

How did RTW Investments calculate its 9.9% ownership in Verastem (VSTM)?

The 9.9% figure is based on 66,776,006 shares outstanding as of November 3, 2025, plus 10,405,863 shares issued in a later offering and 1,260,040 warrant shares. RTW’s beneficial ownership percentage uses this combined share count in the calculation.

What role do warrants play in RTW’s Verastem (VSTM) position?

RTW’s reported holdings assume exercise of warrants to purchase 1,260,040 Verastem shares. The warrants are subject to a 9.99% ownership limitation, preventing exercises that would push RTW’s beneficial stake above that threshold based on current outstanding shares.

Does RTW’s Verastem (VSTM) filing indicate an attempt to gain control?

The filing states the securities were acquired and are held in the ordinary course of business, not to change or influence control of Verastem. It also notes they are not held as part of any control-related transaction, other than limited nomination-related activities.

Who ultimately benefits from RTW’s Verastem (VSTM) shareholdings?

The shares are directly held by RTW-managed funds, referred to as the RTW Funds. These funds, including RTW Master Fund, Ltd., have the right to receive dividends and sale proceeds, with one fund entitled to more than 5% of the reported Verastem shares.

What authority does Roderick Wong have over Verastem (VSTM) shares in this filing?

As Managing Partner and Chief Investment Officer of RTW Investments, Roderick Wong shares voting and dispositive power over 7,836,346 Verastem shares. The filing clarifies that reporting should not be construed as an admission of beneficial ownership for legal purposes.