Balyasny-affiliated holders report 1.36M shares in Verastem (VSTM)

Rhea-AI Filing Summary

Verastem Inc. Schedule 13G/A (Amendment No. 5) reporting that Balyasny Asset Management and affiliated entities may be deemed to beneficially own 1,360,391 shares of Common Stock. The disclosure states this represents approximately 1.55% of the class based on 87,835,106 shares outstanding as of February 27, 2026.

The filing attributes the position to Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings, Dames GP LLC, and Dmitry Balyasny by virtue of management and control relationships. The 1,360,391 figure consists of 1,217,534 shares held by Atlas Diversified Master Fund, Ltd. and 142,857 shares issuable upon exercise of warrants; the warrants are subject to a 9.99% Beneficial Ownership Limitation.

Key Figures

Beneficial ownership (combined): 1,360,391 shares Directly held shares: 1,217,534 shares Warrants issuable: 142,857 shares +3 more

6 metrics

Beneficial ownership (combined) 1,360,391 shares reported held/controlled by Balyasny entities

Directly held shares 1,217,534 shares held by Atlas Diversified Master Fund, Ltd.

Warrants issuable 142,857 shares issuable upon exercise of warrants

Shares outstanding 87,835,106 shares as of February 27, 2026

Ownership percentage 1.55% percentage of class based on 87,835,106 shares

Beneficial Ownership Limitation 9.99% blocker preventing warrant exercise above this threshold

Key Terms

Beneficial Ownership Limitation, warrants issuable, sole dispositive power, Schedule 13G/A

4 terms

Beneficial Ownership Limitation regulatory

"the Warrants are subject to a blocker which prevents the holder from exercising"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

warrants issuable financial

"142,857 Shares issuable from the exercise of warrants"

sole dispositive power regulatory

"Each of the Reporting Persons has the sole power to dispose or to direct the disposition"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13G/A regulatory

"This statement is being filed by (1) Balyasny Asset Management L.P."

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 06:13 AM Learn about SEC filing dates

FAQ

What stake does Balyasny report in Verastem (VSTM)?

Balyasny reports beneficial ownership of 1,360,391 shares, equal to 1.55% of the class. This figure combines 1,217,534 shares held directly and 142,857 shares issuable upon exercise of warrants.

What outstanding share count does the filing use for VSTM?

The filing uses an outstanding share base of 87,835,106 shares as of February 27, 2026, taken from Verastem's 10-K filed in March 2026 and used to calculate the 1.55% ownership percentage.

Are the warrants exercisable without restriction?

No. The filing states 142,857 shares are issuable upon exercise of warrants but exercise is subject to a Beneficial Ownership Limitation that prevents ownership above 9.99% following exercise.

Which entities are listed as reporting persons for the VSTM position?

The reporting persons are Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings, Dames GP LLC, and Dmitry Balyasny, each shown with sole voting and dispositive power over 1,360,391 shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Verastem Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92337C203

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 1,360,391.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,360,391.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,360,391.00

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)

1.55 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 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 1,360,391.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,360,391.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,360,391.00

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)

1.55 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP Number(s): 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 1,360,391.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,360,391.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,360,391.00

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)

1.55 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP Number(s): 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 1,360,391.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,360,391.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,360,391.00

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)

1.55 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP Number(s): 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 1,360,391.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,360,391.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,360,391.00

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)

1.55 %

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 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 1,217,534 shares of common stock, par value $0.0001 per share ("Shares"), reported herein, and by virtue of its position a sthe invetsment manager of Atlast Private Holdings (Cayman) Ltd ("APHC"), the direct holder of 142,857 Shares issuable from the exercise of warrants, BAM may be deemed to exercise voting and investment power over such Shares held by ADMF and APHC 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 APHC 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 APHC 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 APHC 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 APHC 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 1.55% of the Shares, based on 87,835,106 Shares outstanding as of February 27, 2026, as reported in the Issuer's 10-K filed with the Securities and Exchange Commission on March 4, 2026. The report amount consists of 1,217,534 Shares and 142,857 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 1,360,391 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 1,360,391 shares.
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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 and APHC, are both Cayman Islands exempted companies that are investment management clients of BAM, have 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.

Balyasny Asset Management L.P.

Signature:	/s/ Scott Schroeder
Name/Title:	Scott Schroeder / Authorized Signatory
Date:	05/11/2026

BAM GP LLC

Signature:	/s/ Scott Schroeder
Name/Title:	Scott Schroeder / Authorized Signatory
Date:	05/11/2026

Balyasny Asset Management Holdings LP

Signature:	/s/ Scott Schroeder
Name/Title:	Scott Schroeder / Authorized Signatory
Date:	05/11/2026

Dames GP LLC

Signature:	/s/ Scott Schroeder
Name/Title:	Scott Schroeder / Authorized Signatory
Date:	05/11/2026

Dmitry Balyasny

Signature:	/s/ Dmitry Balyasny
Name/Title:	Dmitry Balyasny / Self
Date:	05/11/2026