[Form 4] Axsome Therapeutics, Inc Insider Trading Activity

Rhea-AI Filing Summary

Insider sales under pre-set plan: This Form 4 shows Jeffs Roger, a director of Axsome Therapeutics (AXSM), sold shares pursuant to a pre-approved 10b5-1 plan across three trading days. He disposed of 20,000 shares on 08/27/2025 at a weighted average price of $122.30, 20,000 shares on 08/28/2025 at $121.60, and 20,000 shares on 08/29/2025 at $121.27. The reported beneficial ownership fell from 110,974 shares after the first sale to 70,974 shares after the third sale. The filer signed the form via attorney-in-fact.

Insights

Corporate Governance Expert

TL;DR: Director sold shares under a pre-established 10b5-1 plan; routine disclosure, not necessarily a signal about company fundamentals.

The transactions are explicitly reported as sales of previously exercised option shares executed pursuant to a pre-approved Rule 10b5-1 plan. The sales occurred over three days and reduced the director's direct holdings by 60,000 shares to 70,974 shares. Because the report states these were planned trades of option-derived shares, the governance implication is that the director used an approved mechanism to avoid insider trading concerns. Materiality to investors is limited absent other contemporaneous disclosures.

Securities Analyst

TL;DR: Aggregate sale of 60,000 shares at ~ $121–$122 reduces insider stake but appears procedural under a 10b5-1 plan.

The Form 4 discloses weighted-average prices for the three sale days and confirms the shares sold were from previously exercised options. The stepped decrease in beneficial ownership is clear: 110,974 after 08/27, 90,974 after 08/28, and 70,974 after 08/29. As a stand-alone filing, these transactions are routine insider liquidity actions and do not contain information about company performance or new material events.

SEC Form 4

FORM 4

UNITED 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^*

JEFFS ROGER

(Last) (First) (Middle)

C/O AXSOME THERAPEUTICS, INC.

ONE WORLD TRADE CENTER, 29TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axsome Therapeutics, Inc. [ AXSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/27/2025		S(1)(2)		20,000	D	$122.3(3)	110,974	D
Common Stock	08/28/2025		S(1)(2)		20,000	D	$121.6(4)	90,974	D
Common Stock	08/29/2025		S(1)(2)		20,000	D	$121.27(5)	70,974	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the sale of underlying shares of previously exercised stock options.

2. Such transaction was pursuant to a pre-approved 10b5-1 plan.

3. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $120.74 and $123.56.

4. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $120.75 and $122.47.

5. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $120.02 and $122.28.

	/s/ Nick Pizzie, Attorney-in-Fact	08/29/2025
	** Signature of Reporting Person	Date
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.

FAQ

What insider activity does the AXSM Form 4 disclose?

Jeffs Roger sold 60,000 shares across three days (08/27/2025–08/29/2025) under a pre-approved 10b5-1 plan.

How many shares did Jeffs Roger own after these transactions?

70,974 shares beneficially owned following the 08/29/2025 sale.

Were these sales part of a 10b5-1 plan?

Yes; the Form 4 states the transactions were pursuant to a pre-approved 10b5-1 plan and were sales of underlying shares from previously exercised options.

What were the weighted average prices reported for the sales?

$122.30 on 08/27/2025, $121.60 on 08/28/2025, and $121.27 on 08/29/2025.

Who signed the Form 4?

Signed by Nick Pizzie, Attorney-in-Fact on 08/29/2025 as the reporting instrument indicates.