Metzger Michael A 4

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.