Verastem, Inc. Schedule 13G/A amendment reporting that RTW Investments, LP and Roderick Wong each claim beneficial ownership of 9,018,724 shares of Common Stock, representing 9.99% of the class assuming exercise of Warrants. The filing states the percentage is calculated using 87,835,106 Shares outstanding as of February 27, 2026 and assumes exercise of 2,442,418 Warrants subject to a 9.99% ownership cap on exercise.
The filing explains shared voting and dispositive power over 9,018,724 Shares for both reporting persons, and notes RTW Funds hold the right to receive dividends or sale proceeds, with RTW Master Fund, Ltd. identified as holding over 5% of the reported shares. The statement is signed by Roderick Wong.
Positive
None.
Negative
None.
Insights
RTW reports near-10% positions using warrant assumptions.
The filing states RTW Investments and Dr. Roderick Wong each list 9,018,724 shares and a 9.99% beneficial ownership calculation based on 87,835,106 Shares outstanding as of February 27, 2026. It explicitly assumes exercise of 2,442,418 Warrants but notes a contractual cap preventing exercises that would exceed 9.99%.
The ownership is shown as shared voting and dispositive power, and the RTW Funds are identified as the recipients of dividends or sale proceeds, with RTW Master Fund, Ltd. named as holding over 5% of the reported shares. Subsequent filings would show any changes in holdings or exercises.
Filing emphasizes compliance with 9.99% beneficial ownership limit and disclosures.
The statement describes that percentages "are calculated based upon 87,835,106 Shares outstanding as of February 27, 2026" and that the Reporting Persons "cannot exercise any of the Warrants" to the extent they would exceed 9.99%. This preserves the capped-exercise treatment as an explicit qualifier.
It also identifies the RTW Funds as having the right to receive dividends or proceeds and names RTW Master Fund, Ltd. as a >5% holder. Cash-flow treatment and any transfers or exercises are not detailed beyond these statements.
Key Figures
Shared voting/dispositive power:9,018,724 sharesBeneficial ownership percentage:9.99%Warrants assumed exercisable:2,442,418 Warrants+1 more
4 metrics
Shared voting/dispositive power9,018,724 sharesreported for RTW Investments and Dr. Wong
Beneficial ownership percentage9.99%calculated assuming warrant exercise and 87,835,106 shares outstanding as of 02/27/2026
Warrants assumed exercisable2,442,418 Warrantsmaximum assumed exercise given current outstanding shares
Shares outstanding used87,835,106 Sharesas of February 27, 2026
Key Terms
Warrants, Beneficial ownership, Schedule 13G/A
3 terms
Warrantsfinancial
"assume the exercise of warrants held by the Reporting Persons to purchase 2,442,418 Shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Beneficial ownershipregulatory
"The filing should not be construed as an admission that any ... is the beneficial owner"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Verastem, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(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
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
9,018,724.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,018,724.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,018,724.00
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 Number(s):
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
9,018,724.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,018,724.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,018,724.00
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 2,442,418 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 87,835,106 Shares outstanding as of February 27, 2026, as reported in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 4, 2026, and assume the exercise of Warrants held by the Reporting Persons to purchase 2,442,418 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: 9,018,724 Shares
Dr. Wong: 9,018,724 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: 9,018,724 Shares
Dr. Wong: 9,018,724 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:
05/15/2026
Roderick Wong
Signature:
s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
05/15/2026
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).
What stake does RTW Investments report in Verastem (VSTM)?
RTW Investments reports beneficial ownership of 9,018,724 shares, representing 9.99%. The percentage is calculated using 87,835,106 shares outstanding as of February 27, 2026 and assumes exercise of 2,442,418 Warrants subject to a 9.99% cap.
How many warrants does the filing assume are exercised?
The filing assumes exercise of 2,442,418 Warrants. It states that such exercise is the maximum given current outstanding shares but also that the Reporting Persons cannot exercise Warrants to the extent that exercise would result in beneficial ownership above 9.99%.
Who holds voting and dispositive power over the reported shares?
Both RTW Investments and Dr. Roderick Wong report shared voting and shared dispositive power over 9,018,724 shares. The filing shows zero sole voting or sole dispositive power for each Reporting Person in connection with these shares.
Does the filing identify any other entity with >5% interests?
Yes; the filing identifies RTW Master Fund, Ltd. as an RTW Fund that has the right to receive dividends or proceeds from more than 5% of the reported shares. The RTW Funds collectively hold the rights noted in Item 6.
What outstanding share count is used for the percentage calculation?
The filing uses 87,835,106 Shares outstanding as of February 27, 2026. That figure is cited as reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2026 and is the anchor for the 9.99% calculations.
