Axsome Therapeutics (AXSM) grants CCO 16,385 restricted stock units

Rhea-AI Filing Summary

Maizel Ari reported acquisition or exercise transactions in this Form 4 filing.

Axsome Therapeutics Chief Commercial Officer Ari Maizel received a grant of 16,385 restricted stock units (RSUs) of company common stock. Each RSU represents the right to receive one share in the future, subject to vesting and service conditions.

According to the award terms, 25% of the RSUs will vest on the one-year anniversary of the grant date, with the remaining RSUs vesting in three substantially equal annual installments so that the award is fully vested on February 26, 2030. Shares will be delivered to Maizel upon the earlier of a qualifying change in control, his separation of service under specified conditions, or seven years from the grant date.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Maizel Ari

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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

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
Restricted Stock Units	(1)	02/26/2026		A		16,385		(2)	02/26/2036	Common Stock	16,385	$0	16,385	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. 25% of the RSUs will vest on the one (1) year anniversary of the date of grant. The remaining RSUs will vest in three substantially equal annual installments, such that the RSUs will be fully vested on February 26, 2030. Vested shares will be delivered to the reporting person upon the earlier of (i) the closing of a Change in Control (as defined in the Issuer's 2025 Long-Term Incentive Plan ("2025 Plan")), (ii) the reporting person's separation of service from the Issuer (including termination with or without Cause (as defined in the 2025 Plan), or termination due to death or Total and Permanent Disability (as defined in the 2025 Plan)), or (iii) seven (7) years from the date of grant.

	/s/ Ari Maizel	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity award did Axsome Therapeutics (AXSM) grant to its Chief Commercial Officer?

Axsome Therapeutics granted Chief Commercial Officer Ari Maizel 16,385 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Axsome common stock, subject to a multi-year vesting schedule and specific delivery conditions tied to tenure and corporate events.

How do the 16,385 RSUs granted by Axsome Therapeutics (AXSM) vest over time?

The 16,385 RSUs vest over roughly four years. Twenty-five percent will vest on the one-year anniversary of the grant, and the remaining units vest in three substantially equal annual installments, resulting in full vesting on February 26, 2030, assuming continued service and conditions are met.

When will Axsome Therapeutics (AXSM) deliver shares underlying Ari Maizel’s RSUs?

Vested shares from Ari Maizel’s RSUs will be delivered upon the earliest of three events: closing of a defined Change in Control, his separation of service under specified circumstances, or seven years from the grant date, as outlined in Axsome’s 2025 Long-Term Incentive Plan.

What does each restricted stock unit (RSU) represent for Axsome Therapeutics (AXSM)?

Each restricted stock unit granted by Axsome Therapeutics represents a contingent right to receive one share of the company’s common stock. Actual receipt depends on meeting vesting dates and qualifying events described in the award terms and the 2025 Long-Term Incentive Plan.

Over what period will Axsome Therapeutics (AXSM) Chief Commercial Officer’s RSUs be fully vested?

Ari Maizel’s restricted stock units are scheduled to be fully vested by February 26, 2030. Vesting occurs in tranches: 25% after one year from grant and the remainder in three substantially equal annual installments, contingent on continued service and plan conditions.