Axsome Therapeutics (AXSM) CEO sells 49,666 exercised shares under 10b5-1 plan

Rhea-AI Filing Summary

Axsome Therapeutics CEO Herriot Tabuteau exercised stock options and sold the resulting shares in a pre-planned transaction. He exercised 49,666 stock options at a strike price of $4.95 per share and received an equal number of common shares.

On the same date, he sold 49,666 common shares in the open market at a weighted average price of $240.25 per share, with individual sale prices ranging from $237.64 to $244.71, under a pre-approved Rule 10b5-1 trading plan. Following these transactions, he holds 7,229 common shares directly and 7,344,500 shares indirectly through an entity over which he has voting and dispositive power. The filing notes the option exercise was necessary because the options were approaching their 10-year expiration date, and no derivative options from this grant remain outstanding.

Insights

Equity compensation analyst

Routine option expiry exercise followed by pre-planned sale; large indirect stake remains.

The CEO of Axsome Therapeutics exercised 49,666 stock options at $4.95 per share as they neared their 10-year expiration, then sold all corresponding shares at a weighted average of $240.25. Footnotes state this was a necessary expiry-driven exercise.

The sale occurred under a pre-approved Rule 10b5-1 trading plan, indicating the timing was pre-scheduled rather than opportunistic. After the transactions, he retains 7,229 shares directly and 7,344,500 shares indirectly via an entity where he has voting and dispositive power, so his overall exposure to the stock remains substantial.

Insider Trade Summary 10b5-1

Net Seller: 49,666 shares ($11,932,257)

Net Sell 4 txns

Insider TABUTEAU HERRIOT

Role Chief Executive Officer

Sold 49,666 shs ($11.93M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	49,666	$0.00	--
Exercise	Common Stock	49,666	$4.95	$246K
Sale	Common Stock	49,666	$240.25	$11.93M
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 49,664 shares (Direct, null); Common Stock — 56,895 shares (Direct, null); Common Stock — 7,344,500 shares (Indirect, See Footnote)

Footnotes (1)

1. Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date of such options. Such transaction was pursuant to a pre-approved 10b5-1 plan. Represents the subsequent sale of the underlying shares of the aforementioned exercise of stock options. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $237.64 and $244.71. 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.

Key Figures

Options exercised: 49,666 shares Option strike price: $4.95 per share Shares sold: 49,666 shares +5 more

8 metrics

Options exercised 49,666 shares Stock options exercised on 2026-07-01

Option strike price $4.95 per share Exercise price for stock options

Shares sold 49,666 shares Open-market sale on 2026-07-01

Weighted average sale price $240.25 per share Weighted average of multiple sale trades

Sale price range $237.64–$244.71 per share Range of open-market sale prices

Direct holdings after 7,229 shares Direct common stock owned post-transaction

Indirect holdings after 7,344,500 shares Indirect shares via controlled entity

Option expiration date March 15, 2027 10-year expiration date of options

Key Terms

Rule 10b5-1, stock options, beneficial owner, weighted average sale price, +1 more

5 terms

Rule 10b5-1 regulatory

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

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

stock options financial

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

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.

beneficial owner financial

"the reporting person is deemed to be the indirect beneficial owner of such shares."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

weighted average sale price financial

"Represents the weighted average sale price of a series of open market transactions"

open market transactions financial

"weighted average sale price of a series of open market transactions with sale prices ranging"

Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 07:30 PM Accepted by SEC EDGAR 07/01/2026 - 07:30 PM Learn about SEC filing dates

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		M(1)(2)		49,666	A	$4.95	56,895	D
Common Stock	07/01/2026		S(2)(3)		49,666	D	$240.25(4)	7,229	D
Common Stock								7,344,500	I	See Footnote(5)

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)	$240.25	07/01/2026		M(1)(2)			49,666	03/15/2018	03/15/2027	Common Stock	49,666	$0.00	49,664	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.

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 $237.64 and $244.71.

5. 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	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Axsome Therapeutics (AXSM) CEO Herriot Tabuteau report in this Form 4?

He reported exercising 49,666 stock options at a strike price of $4.95 per share and selling 49,666 common shares at a weighted average price of $240.25. These moves were linked as an exercise-and-sell sequence on the same date.

Was the Axsome Therapeutics CEO’s sale of 49,666 shares pre-planned under a Rule 10b5-1 plan?

Yes. A footnote explains the share sale was conducted under a pre-approved Rule 10b5-1 trading plan. Such plans schedule trades in advance, which typically makes the exact timing of these transactions more routine and less discretionary in nature.

Why did the Axsome Therapeutics CEO exercise 49,666 stock options now?

The filing states the exercise was necessary because the stock options were set to expire after reaching their 10-year expiration date. Exercising before expiration allowed the CEO to convert the options into common shares instead of letting them lapse worthless.

What prices did the Axsome Therapeutics CEO receive for the 49,666 shares he sold?

He received a weighted average sale price of $240.25 per share. A footnote notes the individual open-market sale prices ranged between $237.64 and $244.71, reflecting multiple trades executed to complete the full sale.

How many Axsome Therapeutics shares does the CEO hold after these transactions?

After the reported transactions, he directly owns 7,229 common shares. He is also deemed the indirect beneficial owner of 7,344,500 additional shares held by an entity over which he has voting and dispositive power, according to the filing’s footnote.

Does the Axsome Therapeutics CEO still have stock options from this grant after the exercise?

No. The derivative section shows options for 49,666 shares were exercised, and the remaining balance for that option position is 49,664, indicating this reported exercise used essentially all of that expiring stock option grant for common shares.