AXSM CEO executes option exercises; open‑market sales up to $134.49

Rhea-AI Filing Summary

Axsome Therapeutics (AXSM) disclosed insider transactions by its Chief Executive Officer, who is also a Director and 10% Owner. On November 3–5, 2025, the executive exercised stock options and sold the underlying shares pursuant to a pre‑approved Rule 10b5‑1 plan.

Exercises and related sales: on 11/03, 91,705 shares were acquired via option exercise at $8.02 and sold at a weighted average of $132.34 (range $124.16–$137.59). On 11/04, 50,459 shares were exercised at $8.02 and sold at a weighted average of $133.79 (range $131.50–$135.90). On 11/05, 21,775 shares were exercised at $8.02 and sold at a weighted average of $134.49 (range $131.60–$135.49). The filing notes the exercises were necessary due to approaching the options’ 10‑year expiration.

Following the reported transactions, the executive directly held 7,229 shares and indirectly held 7,344,500 shares through an entity over which he has voting and dispositive power.

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		M(1)(2)		91,705	A	$8.02	98,934	D
Common Stock	11/03/2025		S(2)(3)		91,705	D	$132.34(4)	7,229	D
Common Stock	11/04/2025		M(1)(2)		50,459	A	$8.02	57,688	D
Common Stock	11/04/2025		S(2)(3)		50,459	D	$133.79(5)	7,229	D
Common Stock	11/05/2025		M(1)(2)		21,775	A	$8.02	29,004	D
Common Stock	11/05/2025		S(2)(3)		21,775	D	$134.49(6)	7,229	D
Common Stock								7,344,500	I	See Footnote(7)

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)	$132.34	11/03/2025		M(1)(2)			91,705	05/27/2017	05/27/2026	Common Stock	91,705	$0.00	324,031	D
Stock Option (Right to Buy)	$133.79	11/04/2025		M(1)(2)			50,459	05/27/2017	05/27/2026	Common Stock	50,459	$0.00	273,572	D
Stock Option (Right to Buy)	$134.49	11/05/2025		M(1)(2)			21,775	05/27/2017	05/27/2026	Common Stock	21,775	$0.00	251,797	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 $124.16 and $137.59.

5. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $131.50 and $135.90.

6. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $131.60 and $135.49.

7. 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	11/05/2025
	** 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 AXSM’s CEO report in this Form 4?

Option exercises and subsequent open‑market sales on Nov 3–5, 2025 under a pre‑approved Rule 10b5‑1 plan.

How many AXSM shares were involved each day?

11/03: 91,705; 11/04: 50,459; 11/05: 21,775 — each exercised at $8.02 before sale.

What were the weighted average sale prices?

$132.34 (range $124.16–$137.59), $133.79 (range $131.50–$135.90), and $134.49 (range $131.60–$135.49).

Why were the options exercised at this time?

The filing states the exercises were necessary due to the options reaching their 10‑year expiration.

How many AXSM shares does the CEO hold after these transactions?

Direct holdings: 7,229 shares. Indirect holdings: 7,344,500 shares through an entity with voting and dispositive power.

Were the sales pre‑planned?

Yes. The transactions were made under a pre‑approved Rule 10b5‑1 trading plan.