[Form 4] Axsome Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mark L. Jacobson, Chief Operating Officer and director of Axsome Therapeutics (AXSM), reported option exercise and a subsequent sale on 09/22/2025. He exercised 10,000 stock options with an exercise price of $2.85 per share, acquiring 10,000 shares. Those shares were then sold in open market transactions at a weighted average price of $115.96 per share, leaving him with 0 shares beneficially owned following the transactions. The filing states the exercise was necessary because the options were reaching their 10-year expiration and that both the exercise and sale were made pursuant to a pre-approved Rule 10b5-1 plan which has now completed.

Positive

• Transaction conducted under a pre-approved 10b5-1 plan, indicating procedural compliance
• Exercise and sale completed, with the insider realizing proceeds at a weighted average sale price of $115.96
• Exercise due to option expiration shows planned action to avoid lapse of options

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine exercise-and-sale under a pre-approved 10b5-1 plan; procedural compliance, not a new policy signal.

The Form 4 documents a standard insider exercise of options reaching their 10-year term and an associated market sale executed under a pre-approved 10b5-1 plan. This sequence is consistent with governance best practices when insiders use affirmative-defense plans to avoid allegations of impermissible trading on material nonpublic information. The filing is explicit that the plan is complete and that the sale prices were executed across multiple open market trades, reducing questions about selective disclosure or ad-hoc selling.

Securities Analyst

TL;DR: Insider monetized option value, realizing a large per-share gain; the transaction is informative on realized value but not on company fundamentals.

The reporting shows an exercise at $2.85 and a weighted average sale at $115.96, indicating the insider realized substantial proceeds from option vesting. The transaction was processed under a 10b5-1 plan and described as completed, which frames it as pre-planned liquidity rather than an opportunistic trade. The Form 4 reports no remaining shares from this transaction, so there is no ongoing change in the insider's direct holdings from these specific instruments.

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^*

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)
09/22/2025

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	09/22/2025		M(1)(2)		10,000	A	$2.85	10,000	D
Common Stock	09/22/2025		S(2)(3)		10,000	D	$115.96(4)	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)	$2.85	09/22/2025		M(1)(2)			10,000	03/12/2019	03/12/2028	Common Stock	10,000	$0.00	35,378	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 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 $115.11 and $116.55.

	/s/ Mark Jacobson	09/22/2025
	** 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 insider Mark Jacobson do on 09/22/2025?

He exercised 10,000 stock options at $2.85 per share and then sold the 10,000 underlying shares at a weighted average price of $115.96, leaving him with 0 shares from this transaction.

Were the transactions by the AXSM insider pre-planned?

Yes. The filing states the exercise and sale were made pursuant to a pre-approved Rule 10b5-1 plan, which the filer indicates has now been completed.

Why were the options exercised according to the Form 4?

The filer explains the exercise was necessary because the stock options were reaching their 10-year expiration date.

What was the exercise price and sale price reported in the AXSM Form 4?

The exercise price was $2.85 per share; the weighted average sale price reported was $115.96 per share, with individual sale prices ranging from $115.11 to $116.55.

How many shares does Mark Jacobson beneficially own after this Form 4 transaction?

The Form 4 reports 0 shares beneficially owned following the reported transactions.