Balyasny Asset Management and affiliates report a 6.18% beneficial stake in Verastem Inc. common stock. The group reports beneficial ownership of 4,767,154 shares, consisting of 3,195,726 shares and 1,571,428 shares issuable upon exercise of warrants that are subject to a 9.99% beneficial ownership blocker.
The percentage is based on 77,154,709 Verastem shares outstanding as of November 17, 2025. The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Verastem.
What stake in Verastem Inc. (VSTM) does Balyasny report in this Schedule 13G/A?
Balyasny and related entities report beneficial ownership of 4,767,154 Verastem shares, or about 6.18% of the common stock. This includes both currently held shares and shares issuable upon exercise of warrants, subject to ownership limits.
How is Balyasny’s 6.18% Verastem (VSTM) ownership stake calculated?
The 6.18% ownership is based on 77,154,709 Verastem shares outstanding as of November 17, 2025. Balyasny’s reported 4,767,154 shares, including warrant shares, is divided by that outstanding share count disclosed in Verastem’s November 17, 2025 prospectus.
What securities make up Balyasny’s Verastem (VSTM) position in this filing?
The reported position consists of 3,195,726 Verastem common shares and 1,571,428 additional shares issuable upon exercise of warrants. The warrants are subject to a 9.99% beneficial ownership limitation, which restricts exercises that would push ownership above that threshold.
Does Balyasny’s Verastem (VSTM) filing indicate an attempt to influence control?
No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Verastem, nor in connection with any transaction having that control-related purpose or effect.
Who directly holds the Verastem (VSTM) shares reported by Balyasny?
The filing explains that Atlas Diversified Master Fund, Ltd. (ADMF) directly holds the Verastem securities. Balyasny Asset Management L.P. acts as investment manager to ADMF and, along with related entities and Dmitry Balyasny, is deemed to share beneficial ownership and voting power.
What voting and dispositive power does Balyasny report over Verastem (VSTM) shares?
Each reporting person discloses sole voting power and sole dispositive power over 4,767,154 Verastem shares, with no shared voting or dispositive power. This reflects their control over how the ADMF-held position is voted and potentially sold.
What is the significance of the 9.99% beneficial ownership limitation on Verastem warrants?
The warrants include a 9.99% beneficial ownership limitation, preventing exercises that would push the holder’s beneficial ownership above 9.99% of outstanding shares. This contractual blocker caps how many warrant shares can be exercised at any time, constraining the maximum reportable stake.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Verastem Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(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
Balyasny Asset Management L.P.
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
4,767,154.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,767,154.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,767,154.00
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)
6.18 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
BAM GP LLC
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
4,767,154.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,767,154.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,767,154.00
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)
6.18 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Balyasny Asset Management Holdings 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
4,767,154.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,767,154.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,767,154.00
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)
6.18 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Dames GP LLC
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
4,767,154.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,767,154.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,767,154.00
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)
6.18 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Dmitry Balyasny
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
4,767,154.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,767,154.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,767,154.00
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)
6.18 %
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 92494
Item 2.
(a)
Name of person filing:
This statement is being filed by (1) Balyasny Asset Management L.P., a Delaware limited partnership ("BAM"), (2) BAM GP LLC, a Delaware limited liability company ("BAM GP"), (3) Balyasny Asset Management Holdings LP, a Delaware limited partnership ("BAM Holdings"), (4) Dames GP LLC, a Delaware limited liability company ("Dames"), and (5) Dmitry Balyasny, a United States citizen (collectively, the "Reporting Persons"). BAM GP is the General Partner of BAM. BAM Holdings is the Sole Member of BAM GP. Dames is the General Partner of BAM Holdings. Dmitry Balyasny is the Managing Member of Dames.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of BAM, BAM GP, BAM Holdings, Dames, and Mr. Balyasny is located at 444 West Lake Street, 50th Floor, Chicago, IL 60606.
(c)
Citizenship:
(1) BAM is a Delaware limited partnership, (2) BAM GP is a Delaware limited liability company, (3) BAM Holdings is a Delaware limited partnership, (4) Dames is a Delaware limited liability company, and (5) Mr. Balyasny is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(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:
By virtue of its position as the investment manager of Atlas Diversified Master Fund, Ltd. ("ADMF"), the direct holder of the 4,767,154 shares of common stock, par value $0.0001 per share ("Shares"), reported herein, BAM may be deemed to exercise voting and investment power over such Shares held by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM, BAM GP may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the Sole Member of BAM GP, BAM Holdings may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM Holdings, Dames may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of his position as the Managing Member of Dames, Mr. Balyasny may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares.
(b)
Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 6.18% of the Shares, based on 77,154,709 Shares outstanding as of November 17, 2025, as reported in the Issuer's Prospectus on Form 424B5 filed with the Securities and Exchange Commission on November 17, 2025. The report amount consists of 3,195,726 Shares and 1,571,428 Shares issuable upon the exercise of Warrants subject to the Beneficial Ownership Limitation (as defined herein). The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the "Beneficial Ownership Limitation").
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each of the Reporting Persons has the sole power to vote or to direct the vote of 4,767,154 shares.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Each of the Reporting Persons has the sole power to vote or to direct the vote of 4,767,154 shares.
(iv) Shared power to dispose or to direct the disposition of:
0
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.
ADMF, a Cayman Islands exempted company that is an investment management client of BAM, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
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.
