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

Rhea-AI Filing Summary

Axsome Therapeutics insider activity by Herriot Tabuteau: The reporting person, who is CEO, director and a 10% owner, executed option exercises on 09/12/2025, 09/15/2025 and 09/16/2025 to purchase in aggregate 62,880 shares at exercise prices of $118.96, $117.37 and $114.19 respectively, under options originally granted 05/27/2017 and exercisable through 05/27/2026. Those exercises were followed by open-market sales of the same underlying shares pursuant to a pre-approved 10b5-1 plan, with weighted-average sale prices ranging roughly $113.01 to $122.54. The filer reports indirect beneficial ownership of 7,344,500 shares through an entity for which he has voting and dispositive power.

Positive

• Disclosed use of a pre-approved 10b5-1 plan for sales, indicating procedural compliance
• Significant indirect ownership of 7,344,500 shares, showing continued material alignment with shareholders

Negative

• Large open-market sales of exercised shares reduced direct beneficial ownership to 7,229 shares
• Multiple option exercises occurred shortly before option expiration, generating near-term share supply sold into the market

Insights

Securities Analyst

TL;DR: Routine option exercises before expiration with immediate market sales under a 10b5-1 plan; large indirect stake remains.

The transactions reflect the exercise of near-expiring employee stock options followed by contemporaneous open-market sales executed under a pre-approved 10b5-1 plan, consistent with planned liquidity rather than ad-hoc disposition. The sales' weighted-average prices are disclosed for three tranches and fall between approximately $113 and $123. Notably, the reporting person retains significant indirect ownership of 7,344,500 shares, indicating continued material exposure to Axsome's equity.

Corporate Governance Expert

TL;DR: Governance processes appear followed: 10b5-1 plan used and signature by attorney-in-fact; transactions procedural.

The filing documents the necessary exercise of options approaching their 10-year expiry, with executions and subsequent sales disclosed and signed by an attorney-in-fact. Use of a pre-approved trading plan and disclosure of indirect ownership align with standard Section 16 reporting and internal controls for insider trading.

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
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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).

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		M(1)(2)		27,907	A	$8.02	35,136	D
Common Stock	09/12/2025		S(2)(3)		27,907	D	$118.96(4)	7,229	D
Common Stock	09/15/2025		M(1)(2)		15,254	A	$8.02	22,483	D
Common Stock	09/15/2025		S(2)(3)		15,254	D	$117.37(5)	7,229	D
Common Stock	09/16/2025		M(1)(2)		19,719	A	$8.02	26,948	D
Common Stock	09/16/2025		S(2)(3)		19,719	D	$114.19(6)	7,229	D
Common Stock								7,344,500	I	See Footnote(7)

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
Stock Option (Right to Buy)	$118.96	09/12/2025		M(1)(2)			27,907	05/27/2017	05/27/2026	Common Stock	27,907	$0.00	496,093	D
Stock Option (Right to Buy)	$117.37	09/15/2025		M(1)(2)			15,254	05/27/2017	05/27/2026	Common Stock	15,254	$0.00	480,839	D
Stock Option (Right to Buy)	$114.19	09/16/2025		M(1)(2)			19,719	05/27/2017	05/27/2026	Common Stock	19,719	$0.00	461,120	D

Explanation of Responses:

1. Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date of such options within the next year.

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

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 $117.81 and $122.54.

5. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $116.70 and $118.44.

6. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $113.01 and $116.10.

7. 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-Fact	09/16/2025
	** 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 transactions did AXSM insider Herriot Tabuteau report on Form 4?

The filing reports option exercises on 09/12/2025, 09/15/2025 and 09/16/2025 totaling 62,880 shares exercised, followed by open-market sales of those shares under a 10b5-1 plan.

How many AXSM shares does the reporting person still beneficially own?

The report shows 7,229 shares beneficially owned directly after the transactions and 7,344,500 shares beneficially owned indirectly through an entity the filer controls.

Were the sales executed under a trading plan or ad-hoc?

The explanation states the sales were executed pursuant to a pre-approved 10b5-1 plan.

What were the weighted-average sale prices reported?

Weighted-average sale prices for the tranches ranged approximately between $113.01 and $122.54, with reported averages of $118.96, $117.37 and $114.19 for each tranche.

Why were the options exercised?

The filer states the exercises were the necessary exercise of options set to expire within the next year (10-year expiration).