AXSM COO Exercises 40,000 Options and Sells Shares at ~$115

Mark L. Jacobson, Chief Operating Officer of Axsome Therapeutics, Inc. (AXSM), reported option exercises and open-market sales on 09/16/2025.

Rhea-AI Filing Summary

Mark L. Jacobson, Chief Operating Officer of Axsome Therapeutics, Inc. (AXSM), reported option exercises and open-market sales on 09/16/2025. He exercised two stock option grants: 25,000 shares at $4.95 (issued 03/15/2018) and 15,000 shares at $4.85 (issued 09/13/2018), generating 40,000 underlying shares. All 40,000 shares were subsequently sold in open-market transactions under a pre-approved 10b5-1 plan for weighted average prices of $116.19 and $114.23, resulting in no shares owned following the sales. The exercises were necessary due to the options approaching their 10-year expiration.

Positive

• Transactions were executed under a pre-approved 10b5-1 plan, indicating procedural compliance.
• Option exercises occurred before expiration, avoiding automatic forfeiture and preserving value for the reporting person.
• Open-market sale prices ($112.93–$116.87 range) were substantially above the option strike prices ($4.95 and $4.85), creating significant gain for the reporting person.

Negative

• The reporting person no longer beneficially owns any common shares following the reported sales, reducing insider ownership.

Insights

Financial Analyst

TL;DR: Insider exercised and sold all option-derived shares under a 10b5-1 plan; transactions are liquidity events, not necessarily a signal on fundamentals.

The filing shows the COO exercised a total of 40,000 options and sold the resulting shares the same day under a pre-established 10b5-1 plan. The exercises were required by option expirations, indicating a timing-driven disposition rather than opportunistic sale only. The proceeds per share ranged from about $114.23 to $116.19, materially above the option strike prices ($4.95 and $4.85), producing substantial spread for the reporting person. For investors, this is routine insider liquidity and option lifecycle activity rather than a disclosed change in company operations or financial outlook.

Corporate Governance Expert

TL;DR: Transactions followed governance controls: exercises due to expirations and sales under a pre-approved 10b5-1 plan, showing procedural compliance.

The Form 4 indicates compliance with governance mechanisms: the sale activity was executed pursuant to a pre-approved 10b5-1 trading plan and the option exercises were compelled by 10-year expiry dates. The filing is properly signed and discloses sale prices and option details. From a governance perspective, disclosures are complete and timely, and the use of a 10b5-1 plan reduces concerns about opportunistic insider timing.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Jacobson Mark L.

Role Chief Operating Officer

Sold 45,783 shs ($5.24M)

Approx. gross sale proceeds $5.24M

Approx. exercise cost $197K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	25,000	$0.00	$0.00
Exercise	Stock Option (Right to Buy)	15,000	$0.00	$0.00
Sale	Common Stock	5,783	$116.19	$672K
Exercise	Common Stock	25,000	$4.95	$124K
Exercise	Common Stock	15,000	$4.85	$73K
Sale	Common Stock	40,000	$114.23	$4.57M

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (6)

1. F1. Represents the sale of underlying shares of previously exercised stock options.
2. F2. Such transaction was pursuant to a pre-approved 10b5-1 plan.
3. F3. Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date of such options.
4. F4. Represents the subsequent sale of the underlying shares of the aforementioned exercise of stock options.
5. F5. Represents the sale price of all shares in an open market transaction.
6. F6. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $112.93 and $116.87.

FAQ

What did AXSM insider Mark Jacobson disclose on Form 4?

He exercised 40,000 option shares and sold them in open-market transactions on 09/16/2025, leaving him with 0 common shares.

Were the sales by the AXSM insider part of a trading plan?

Yes. The sales were executed pursuant to a pre-approved 10b5-1 trading plan.

What were the option strike prices and sale prices reported?

Strike prices were $4.95 and $4.85; sale prices ranged between $112.93 and $116.87 with weighted averages reported at $116.19 and $114.23.

Why were the options exercised?

The exercises were necessary because the options were approaching their 10-year expiration dates.

How many shares did Jacobson sell and how many does he own now?

He sold 40,000 shares derived from option exercises and reported beneficial ownership of 0 shares after the transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/17/2025 - 07:00 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).

1. Name and Address of Reporting Person^*

Jacobson Mark L.

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		S(1)(2)		5,783	D	$116.19(5)	0	D
Common Stock	09/16/2025		M(2)(3)		25,000	A	$4.95	25,000	D
Common Stock	09/16/2025		M(2)(3)		15,000	A	$4.85	40,000	D
Common Stock	09/16/2025		S(2)(4)		40,000	D	$114.23(6)	0	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
Stock Option (Right to Buy)	$4.95	09/16/2025		M(2)(3)			25,000	03/15/2018	03/15/2027	Common Stock	25,000	$0.00	0	D
Stock Option (Right to Buy)	$4.85	09/16/2025		M(2)(3)			15,000	09/13/2018	09/13/2027	Common Stock	15,000	$0.00	0	D

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

4. Represents the subsequent sale of the underlying shares of the aforementioned exercise of stock options.

5. Represents the sale price of all shares in an open market transaction.

6. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $112.93 and $116.87.

	/s/ Mark Jacobson	09/17/2025
	** 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.