Metzger Michael A 4
4 · Syndax Pharmaceuticals Inc · Filed Feb 6, 2026
Research Summary
AI-generated summary of this filing
Syndax (SNDX) CEO Michael Metzger Receives Awards, Sells Shares
What Happened
Michael A. Metzger, CEO of Syndax Pharmaceuticals (SNDX), was granted multiple awards and acquired shares via a derivative transaction on Feb 4, 2026, and sold a small block of stock on Feb 6, 2026. The filing shows: 73,000 RSUs (no purchase price), 144,600 RSUs (performance-contingent, no price), and a derivative acquisition of 440,000 shares at $20.43 each (total ~ $8,989,200). Separately, Metzger sold 7,412 shares in an open-market transaction at $20.62 each, receiving $152,835 — the filing says those shares were sold to cover tax withholding.
Key Details
- Transaction dates: Feb 4, 2026 (awards/acquisition) and Feb 6, 2026 (open-market sale). Filing date: Feb 6, 2026. Filing appears timely.
- Specifics: 73,000 RSUs (F1); 144,600 performance RSUs (F2); 440,000 derivative shares acquired at $20.43 (reported value ~$8.99M); 7,412 shares sold at $20.62 for $152,835 (F3).
- Sale reason: Footnote F3 indicates the 7,412-share sale was to cover tax withholding on vested awards.
- Vesting/derivative detail: Footnote F4 notes a 1/48 monthly vesting schedule for option-style awards — the 440,000 derivative shares reflect such an award becoming exercisable/issued.
- Shares owned after the transactions: not specified in the provided filing details.
Context
- Awards (RSUs or performance RSUs) are grants, not open-market purchases; they reflect compensation rather than a cash outlay by the insider.
- The small open-market sale was a routine tax-withholding sale tied to vesting, not necessarily a discretionary bet on the stock.
- Derivative acquisitions (options/other equity awards) can be large in value; here the derivative issuance ~ $8.99M is compensation-related.
This summary is factual and based on the Form 4 filing; it does not infer Metzger’s motivations.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-04+73,000→ 371,661 total - Award
Common Stock
[F2]2026-02-04+144,600→ 516,261 total - Sale
Common Stock
[F3]2026-02-06$20.62/sh−7,412$152,835→ 508,849 total - Award
Stock Options (Right to buy)
[F4]2026-02-04$20.43/sh+440,000$8,989,200→ 440,000 totalExercise: $20.43Exp: 2036-02-04→ Common Stock (440,000 underlying)
Footnotes (4)
- [F1]Award of restricted stock units ("RSUs"), representing the right to receive one share of Common Stock for each RSU. One third (1/3rd) of the shares of Common Stock subject to such RSU shall vest annually on the anniversary of the Vesting Commencement Date, during the Reporting Person's continued service as an employee, consultant, director or officer of the Company over the three (3) years following the date of grant, until all of the shares subject to such RSU are fully vested.
- [F2]Award of RSUs, representing the right to receive one share of Common Stock for each RSU. The number of shares of Common Stock acquired upon vesting of the RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, subject to the Reporting Person's continued service as an employee, consultant, director or officer of the Company.
- [F3]Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units.
- [F4]1/48th of the shares subject to the option shall vest monthly over a four-year period.