[Form 4] Axsome Therapeutics, Inc Insider Trading Activity

Rhea-AI Filing Summary

Axsome Therapeutics director Mark E. Saad executed and sold shares on 09/05/2025 under a pre-approved 10b5-1 plan. He exercised stock options to purchase 9,127 shares at an exercise price of $9.00 per share, then sold the 9,127 underlying shares in open market transactions at a weighted average price of $125.07. After these transactions the reporting person beneficially owned 10,002 shares directly and 300 shares indirectly (held in custodial UTMA accounts).

Positive

• Transaction was executed pursuant to a pre-approved 10b5-1 plan, as stated in the filing
• The filing discloses exercise price ($9.00) and weighted average sale price ($125.07) for the reported transactions

Negative

• The reporting person sold 9,127 shares, reducing direct beneficial ownership from 19,129 to 10,002 shares
• Post-transaction direct ownership is relatively small at 10,002 shares, plus 300 shares indirectly

Insights

Financial Analyst

TL;DR: Insider exercised options and immediately sold the resulting shares under a pre-approved 10b5-1 plan; net direct holdings declined.

The filing shows a contemporaneous exercise of 9,127 options at $9.00 and an immediate open-market sale of the same 9,127 shares at a weighted average price of $125.07, executed pursuant to a pre-approved 10b5-1 plan. The sequence resulted in reported direct beneficial ownership of 10,002 shares after the transactions, with an additional 300 shares held indirectly. The transactions are routine Section 16 disclosures documenting option exercise and monetization via a scheduled plan.

Corporate Governance Expert

TL;DR: Transactions were executed under a documented 10b5-1 plan and were attested by an Attorney-in-Fact on the filing.

The Form 4 explicitly notes the trades were made pursuant to a 10b5-1 written plan and the explanatory section details the plan's completion. The signature block shows the filing was executed by an attorney-in-fact. The disclosure is consistent with governance best practices for pre-arranged insider trades: it documents exercise, sale, prices, and resulting ownership positions.

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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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^*

Saad Mark E

(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)
09/05/2025

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	09/05/2025		M(1)(2)		9,127	A	$9	19,129	D
Common Stock	09/05/2025		S(2)(3)		9,127	D	$125.07(4)	10,002	D
Common Stock								300	I(5)	See explanation 5 below.

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)	$9	09/05/2025		M(1)(2)			9,127	11/19/2016	11/19/2025	Common Stock	9,127	$0.00	0	D

Explanation of Responses:

1. Represents an exercise of stock options prior to the 10-year expiration date of such options, which would occur within the next two months.

2. Such transaction was pursuant to a pre-approved 10b5-1 plan which has now been completed.

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 $125.00 and $125.22.

5. Represents additional shares held indirectly by the Reporting Person prior to September 5, 2025 which includes shares indirectly beneficially owned by Mr. Saad as custodian for his children's UTMA accounts.

	/s/ Nick Pizzie, Attorney-in-Fact	09/05/2025
	** 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 did Axsome (AXSM) director Mark E. Saad do on 09/05/2025?

He exercised 9,127 stock options at an exercise price of $9.00 and sold the 9,127 underlying shares in open-market trades at a weighted average price of $125.07.

Were these transactions part of a planned trading arrangement?

Yes. The Form 4 states the transactions were made pursuant to a pre-approved 10b5-1 written plan which has now been completed.

How many Axsome shares does the reporting person own after the transactions?

After the reported transactions the filing shows 10,002 shares beneficially owned directly and 300 shares beneficially owned indirectly.

What prices were involved in the transactions?

Options were exercised at $9.00 per share; the subsequent open-market sales had a weighted average price of $125.07 (sales ranged from $125.00 to $125.22).

Who signed the Form 4 filing?

The filing is signed on behalf of the reporting person by Nick Pizzie, Attorney-in-Fact and dated 09/05/2025.