SCHEDULE: Nantahala Capital Reduces Verastem Stake to 4.72%

Nantahala Capital Management and its managing members reported a 4.72% beneficial ownership stake in Verastem, Inc. as of December 31, 2025, indicating a reduction from previous filings.

Summary

• Nantahala Capital Management, LLC, along with its managing members Wilmot B. Harkey and Daniel Mack, collectively reported beneficial ownership of 3,795,473 shares of Verastem, Inc. Common Stock.
• This ownership represents 4.72% of Verastem, Inc.'s outstanding common stock as of December 31, 2025.
• The reporting persons hold shared voting power and shared dispositive power over all 3,795,473 shares.
• This filing is an Amendment No. 4 to a previous Schedule 13G, indicating a change in their reported ownership.
• The reporting persons certified that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a slightly negative signal. While an institutional investor maintains a stake, the reduction in beneficial ownership to below 5% suggests a decrease in their position, which can be interpreted as a loss of conviction or a reallocation of capital.

Positives

• A significant institutional investor, Nantahala Capital Management, continues to hold a substantial stake in Verastem, Inc., which can be viewed as a vote of confidence in the company's long-term prospects.

Negatives

• The beneficial ownership percentage of 4.72% is below the 5% threshold, suggesting a reduction in the reporting persons' stake from previous filings, which could be interpreted negatively by the market.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Verastem, Inc.'s future performance or operations.

Management Comments

• Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack certified that, to the best of their knowledge and belief, the securities were acquired and are held in the ordinary course of business and not for the purpose of or with the effect of changing or influencing the control of Verastem, Inc.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are routine disclosures by institutional investors who acquire more than 5% of a company's stock, or amendments to such filings. While this filing indicates a reduction in stake below 5%, the continued presence of a notable institutional investor like Nantahala Capital Management in Verastem's shareholder base suggests ongoing interest in the biotechnology sector, particularly in companies like Verastem, Inc. that are focused on oncology treatments.

Stakeholder Impact

• Shareholders may view the reduction in institutional ownership as a cautious signal, potentially leading to increased scrutiny of Verastem's performance or future prospects.
• The continued, albeit reduced, presence of a significant institutional investor may still provide some level of confidence to other market participants.

Key Dates

Recommendation

The filing indicates a reduction in a significant institutional investor's stake, moving below the 5% threshold. While not a strong sell signal, it suggests a potential decrease in institutional conviction. Without further information on the reasons for the reduction or the company's operational performance, a 'hold' recommendation is appropriate, advising investors to monitor future filings and company news for clearer directional signals.

Keywords

Verastem, Nantahala Capital Management, Schedule 13G, Beneficial Ownership, Institutional Investor, Common Stock, Equity Stake, Investment Adviser