Was Mark Coleman’s Axsome (AXSM) share sale made under a Rule 10b5-1 plan?

Yes. The filing states the sale was executed under a pre-approved Rule 10b5-1 trading plan. That plan has now been completed, indicating the trades followed a preset schedule rather than discretionary timing decisions.

Axsome (NASDAQ: AXSM) director vests RSUs, sells 643 shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Axsome Therapeutics director Mark Coleman reported routine equity compensation activity and a small tax-related share sale. On June 8, 2026, 1,429 restricted stock units vested and converted into common stock on a one-for-one basis. On June 10, 2026, he sold 643 common shares in open-market transactions at a weighted average price of $249.00 per share to cover taxes associated with the RSU settlement, under a pre-approved Rule 10b5-1 trading plan that has now been completed. After these transactions, Coleman holds 30,389 common shares directly and 403,856 common shares indirectly through an entity over which he has voting and dispositive power.

Insider Trade Summary 10b5-1

Net Seller: 643 shares ($160,107)

Net Sell 4 txns

Insider Coleman Mark

Role null

Sold 643 shs ($160K)

Type	Security	Shares	Price	Value
Sale	Common Stock	643	$249.00	$160K
Exercise	Restricted Stock Units	1,429	$0.00	--
Exercise	Common Stock	1,429	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 30,389 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Common Stock — 403,856 shares (Indirect, See Footnote)

Footnotes (1)

Restricted stock units ("RSUs") convert into common stock on a one-for-one basis. On June 6, 2025, the Reporting Person was granted 1,429 RSUs, all of which vested upon the one-year anniversary of the date of grant. Such transaction was pursuant to a pre-approved 10b5-1 plan, which has now been completed. These shares were sold to cover taxes associated with the settlement of RSUs that were initially granted to the Reporting Person on June 6, 2025. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $245.17 and $253.04. 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

Shares sold: 643 shares Average sale price: $249.00 per share RSUs converted: 1,429 units +2 more

5 metrics

Shares sold 643 shares Open-market sale on June 10, 2026

Average sale price $249.00 per share Weighted average across sales between $245.17 and $253.04

RSUs converted 1,429 units RSUs granted June 6, 2025, vested after one year and converted June 8, 2026

Direct holdings after 30,389 shares Direct Axsome common stock owned following reported transactions

Indirect holdings 403,856 shares Shares held by an entity over which Coleman has voting and dispositive power

Key Terms

Restricted stock units ("RSUs"), pre-approved 10b5-1 plan, indirect beneficial owner, weighted average sale price

4 terms

Restricted stock units ("RSUs") financial

"Restricted stock units ("RSUs") convert into common stock on a one-for-one basis."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

pre-approved 10b5-1 plan regulatory

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

indirect beneficial owner financial

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

weighted average sale price financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 09:49 PM

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).

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^*

Coleman Mark

(Last)

(First)

(Middle)

C/O AXSOME THERAPEUTICS, INC.

ONE WORLD TRADE CENTER, 29TH FLOOR

(Street)

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	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/08/2026		M		1,429⁽²⁾	A	⁽¹⁾	31,032	D
Common Stock	06/10/2026		S⁽³⁾		643⁽⁴⁾	D	$249⁽⁵⁾	30,389	D
Common Stock								403,856	I	See Footnote⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/08/2026		M			1,429	⁽¹⁾	⁽¹⁾	Common Stock	1,429	$0	0	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. On June 6, 2025, the Reporting Person was granted 1,429 RSUs, all of which vested upon the one-year anniversary of the date of grant.

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

4. These shares were sold to cover taxes associated with the settlement of RSUs that were initially granted to the Reporting Person on June 6, 2025.

5. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $245.17 and $253.04.

6. 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	06/10/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Axsome Therapeutics (AXSM) director Mark Coleman report?

Mark Coleman reported RSU vesting and a small related share sale. 1,429 restricted stock units converted into Axsome common stock, and 643 shares were sold in open-market trades primarily to cover taxes tied to the RSU settlement.

How many Axsome Therapeutics (AXSM) shares did Mark Coleman sell and at what price?

Coleman sold 643 Axsome common shares in open-market transactions. The weighted average sale price was about $249.00 per share, based on trades executed between $245.17 and $253.04, according to the transaction footnote.

What RSU vesting did Mark Coleman report for Axsome Therapeutics (AXSM)?

He reported 1,429 restricted stock units converting into Axsome common shares. These RSUs were granted on June 6, 2025, and fully vested on the one-year anniversary of the grant date before being settled into common stock on June 8, 2026.

How many Axsome Therapeutics (AXSM) shares does Mark Coleman hold after the transactions?

After the reported transactions, Coleman directly owns 30,389 Axsome common shares. He is also deemed the indirect beneficial owner of 403,856 additional shares held by an entity over which he has voting and dispositive power.

Why did Mark Coleman sell Axsome Therapeutics (AXSM) shares after his RSUs vested?

The filing explains that the 643 shares sold were used to cover taxes from the RSU settlement. This type of tax-related sale is common when equity awards vest and is separate from a discretionary decision to reduce overall ownership.