[144] Axsome Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Axsome Therapeutics (AXSM) reported an insider notice to sell common stock under Rule 144. The filing shows 15,254 shares proposed for sale through Goldman Sachs with an aggregate market value of $1,781,285.85, and the sale date is listed as 09/15/2025. The shares were acquired on 05/27/2016 as compensation from the issuer via stock options and the payment method is described as a cashless exercise/same-day sale. The filing also discloses a separate sale on 09/12/2025 by Herriot Tabuteau of 27,907 shares for gross proceeds of $3,319,894.86. The form includes the standard representation that the seller does not possess undisclosed material adverse information.

Positive

• Compliance disclosure filed under Rule 144 detailing the sale, acquisition date, and payment method
• Transparency on proceeds from a recent insider sale: $3,319,894.86 reported for 27,907 shares

Negative

• Insider sales occurred: proposed sale of 15,254 shares and a recent sale of 27,907 shares are reported

Insights

Financial Analyst

TL;DR: Routine insider sales disclosed; volumes are small relative to outstanding shares and appear procedural.

The filing discloses a proposed sale of 15,254 shares via a broker and a recent sale of 27,907 shares by another insider. The shares being sold were originally acquired as compensation in 2016 and disposed of via a cashless exercise/same-day sale, which is a common way for option holders to satisfy exercise costs. Given the outstanding share count of 49,901,487, the disclosed quantities represent a small fraction of total shares outstanding and do not alone indicate a material shift in ownership or control. The filing fulfills Rule 144 disclosure requirements and provides transparency on timing, acquisition source, and gross proceeds for the recent sale.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure; no governance red flags evident from the form alone.

The notice contains the standard attestations required under Rule 144 and indicates the seller affirms absence of undisclosed material adverse information. The transaction stems from a cashless exercise of long-held compensation stock options, which routinely triggers Rule 144 filings. There is no indication in the form of unusual insider trading patterns, planned management changes, or coordination among significant holders. Without additional context on insider holdings or timing relative to corporate events, this disclosure appears to be a routine compliance filing.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	15254	1781285.85	49901487	09/15/2025	NASD

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	05/27/2016	Acquired as compensation -- Stock Options	The Issuer			15254	05/27/2016	Compensation -- Cashless exercise / same-day sale

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Herriot Tabuteau One World Trade Center 29th Floor New York NY 10007	Common Stock	09/12/2025	27907	3319894.86

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares does the AXSM Form 144 propose to sell?

The filing proposes to sell 15,254 shares of common stock with an aggregate market value of $1,781,285.85 on 09/15/2025 via Goldman Sachs.

How were the shares being sold acquired according to the filing?

The shares were acquired on 05/27/2016 as compensation through stock options and the payment method is listed as a cashless exercise/same-day sale.

Did the filer disclose any recent sales in the past three months?

Yes. The filing reports that Herriot Tabuteau sold 27,907 shares on 09/12/2025 for gross proceeds of $3,319,894.86.

What percentage of outstanding shares do these transactions represent?

The filing lists 49,901,487 shares outstanding; the proposed 15,254-share sale and the 27,907-share sale each represent a very small fraction of total shares outstanding.

Does the Form 144 state the seller has undisclosed material information?

The seller represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.