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  4. [Form 4] Axsome Therapeutics, Inc. Insider Trading Activity

Axsome Therapeutics (NASDAQ: AXSM) CEO sells 49,664 shares via 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Axsome Therapeutics, Inc. CEO and 10% owner Herriot Tabuteau exercised expiring stock options on August 5–6, 2026 to acquire 49,664 common shares, then sold an equal number in open‑market trades at weighted average prices of $212.0100 and $213.9500 per share. The trades were executed under a pre‑approved Rule 10b5‑1 plan that is now completed. Tabuteau remains the indirect beneficial owner of 7,344,500 shares held through an entity over which he has voting and dispositive power.

Positive

  • None.

Negative

  • None.
Insider TABUTEAU HERRIOT
Role Chief Executive Officer
Sold 49,664 shs ($10.54M)
Approx. gross sale proceeds $10.54M
Approx. exercise cost $10.54M
Approx. pre-tax spread $0.00
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F1, F2 4,660 $0.00 $0.00
Exercise Common Stock F1, F2 4,660 $4.95 $23K
Sale Common Stock F2, F3, F5 4,660 $213.95 $997K
Exercise Stock Option (Right to Buy) F1, F2 45,004 $0.00 $0.00
Exercise Common Stock F1, F2 45,004 $4.95 $223K
Sale Common Stock F2, F3, F4 45,004 $212.01 $9.54M
holding Common Stock F6 -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 4,660 shares (Direct); Common Stock — 7,229 shares (Direct); Common Stock — 7,344,500 shares (Indirect, See Footnote)
Footnotes (6)
  1. F1. Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date of such options.
  2. F2. Such transaction was pursuant to a pre-approved 10b5-1 plan, which has now been completed.
  3. F3. Represents the subsequent sale of the underlying shares of the aforementioned exercise of stock options.
  4. F4. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $209.28 and $216.35.
  5. F5. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $212.41 and $216.36.
  6. F6. Such shares are held by an entity, of which the reporting person has voting and dispositive power, and therefore, the reporting person is deemed to be the indirect beneficial owner of such shares.
Total shares sold 49,664 shares Aggregate common shares sold on August 5 and 6, 2026 across reported transactions
Total shares from options exercised 49,664 shares Underlying common shares from stock options exercised in two transactions
Weighted average sale price 5 Aug 2026 $212.0100 per share Weighted average price; individual trades ranged between $209.28 and $216.35
Weighted average sale price 6 Aug 2026 $213.9500 per share Weighted average price; individual trades ranged between $212.41 and $216.36
Indirectly held shares after transactions 7,344,500 shares Indirect beneficial ownership through an entity over which the reporting person has voting and dispositive power
Option expiration date March 15, 2027 Expiration date of stock options that were exercised on August 5–6, 2026
Rule 10b5-1 plan regulatory
"Such transaction was pursuant to a pre-approved 10b5-1 plan, which has now been completed."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
weighted average sale price financial
"Represents the weighted average sale price of a series of open market transactions"
indirect beneficial owner financial
"the reporting person is deemed to be the indirect beneficial owner of such shares"
stock options financial
"Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did AXSM CEO Herriot Tabuteau report on August 5–6, 2026?
He exercised expiring stock options to acquire 49,664 Axsome common shares, then sold the same number in open‑market trades. The sales occurred on August 5 and 6, 2026 at weighted average prices of $212.0100 and $213.9500 per share under a pre‑approved Rule 10b5‑1 plan.

At what prices were the AXSM shares sold by the CEO?
Reported sale prices were weighted averages of $212.0100 per share on August 5, 2026 and $213.9500 per share on August 6, 2026. Footnotes state actual transaction prices ranged between $209.28 and $216.36 across the series of open‑market trades for these insider sales.

Were the AXSM CEO's August 2026 stock transactions under a Rule 10b5-1 trading plan?
Yes. Footnotes state each transaction was pursuant to a pre‑approved Rule 10b5‑1 plan, which has now been completed. The Form 4 also indicates the Rule 10b5‑1 checkbox as affirmatively marked, confirming the reported option exercises and share sales were executed under that trading plan.

How many AXSM shares does CEO Herriot Tabuteau still beneficially own after these transactions?
He remains the indirect beneficial owner of 7,344,500 Axsome Therapeutics common shares. Footnotes explain these shares are held by an entity over which he has voting and dispositive power, so he is deemed to beneficially own them even though the holdings are reported as indirect rather than direct.

Why were the AXSM stock options exercised in August 2026?
Footnotes describe the exercises as a necessary action because the stock options were set to expire upon reaching their 10‑year term. The options, granted earlier and expiring on March 15, 2027, were therefore exercised in advance of expiration and immediately followed by sales of the underlying shares.

How many stock options did the AXSM CEO exercise in this Form 4 filing?
He exercised options covering 45,004 underlying shares on August 5, 2026 and 4,660 underlying shares on August 6, 2026, for a total of 49,664 shares. These exercises correspond to stock options expiring March 15, 2027 and were followed by open‑market sales of the acquired shares.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
TABUTEAU HERRIOT
(Last)(First)(Middle)
C/O AXSOME THERAPEUTICS, INC.
ONE WORLD TRADE CENTER, 29TH FLOOR
(Street)
NEW YORK NEW YORK 10007
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Axsome Therapeutics, Inc. [ AXSM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/05/2026M(1)(2)45,004A$4.9552,233D
Common Stock08/05/2026S(2)(3)45,004D$212.01(4)7,229D
Common Stock08/06/2026M(1)(2)4,660A$4.9511,889D
Common Stock08/06/2026S(2)(3)4,660D$213.95(5)7,229D
Common Stock7,344,500ISee Footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$212.0108/05/2026M(1)(2)45,00403/15/201803/15/2027Common Stock45,004$0.004,660D
Stock Option (Right to Buy)$213.9508/06/2026M(1)(2)4,66003/15/201803/15/2027Common Stock4,660$0.000D
Explanation of Responses:
1. Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date of such options.
2. Such transaction was pursuant to a pre-approved 10b5-1 plan, which has now been completed.
3. Represents the subsequent sale of the underlying shares of the aforementioned exercise of stock options.
4. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $209.28 and $216.35.
5. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $212.41 and $216.36.
6. Such shares are held by an entity, of which the reporting person has voting and dispositive power, and therefore, the reporting person is deemed to be the indirect beneficial owner of such shares.
/s/ Nick Pizzie, Attorney-in-Fact08/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR