Goldan Keith A. 4

What Happened
Keith A. Goldan, CFO of Syndax Pharmaceuticals (SNDX), received multiple equity awards and made a small sale to cover tax withholding. Key items reported: an option-style derivative grant for 118,000 shares with an exercise price of $20.43 (reported value $2,410,740); two RSU awards of 21,500 and 30,750 shares (granted 2/4/2026); an ESPP purchase of 1,219 shares on 1/30/2026 at $8.48 ($10,337); and the sale of 2,082 shares on 2/6/2026 at $20.62 for $42,931 (sale noted as tax withholding).

Key Details

• Transaction dates and terms:
  • 2026-01-30: ESPP purchase — 1,219 shares @ $8.48 ($10,337) (F1).
  • 2026-02-04: RSU grant — 21,500 RSUs @ $0.00 (time-based, 1/3 vests annually) (F2).
  • 2026-02-04: RSU grant — 30,750 RSUs @ $0.00 (performance-based; vesting contingent on metrics) (F3).
  • 2026-02-04: Option/derivative grant — 118,000 shares @ $20.43 (reported value $2,410,740); 1/48th vests monthly over 4 years (F5).
  • 2026-02-06: Open‑market sale — 2,082 shares @ $20.62 ($42,931), representing shares sold to cover tax withholding on RSU vesting (F4).
• Shares owned after these transactions: not specified in the provided filing details.
• Notable footnotes: F1 (ESPP purchase); F2 (time‑based RSU vesting: 1/3 yearly); F3 (performance RSUs contingent on metrics); F4 (shares sold for tax withholding); F5 (monthly vesting for options).
• Filing timeliness: Form 4 filed 2026-02-06 for transactions through 2026-02-06; no late filing indication in the provided data.

Context

• The large 118,000‑share grant is a derivative (option-style) award that vests monthly over four years — not an immediate sale. The RSU grants include time‑based and performance‑based awards that vest subject to continued service and, for the performance RSUs, meeting company goals.
• The small sale (2,082 shares) was a withholding sale to cover taxes on vested awards and is routine; ESPP purchases are also common employee purchases and generally not a directional signal.
• This report is informational and factual; it does not indicate insider motivations.