Axsome (AXSM) CFO sells 12,000 shares after option exercise

Rhea-AI Filing Summary

Axsome Therapeutics Chief Financial Officer Nick Pizzie reported an option exercise and related share sale. On January 22, 2026, he exercised stock options for 12,000 shares of common stock at an exercise price of $3.5 per share that were originally granted in 2019 and were due to expire in 2028. The filing notes this exercise was made under a pre-approved 10b5-1 trading plan.

The same day, he sold 12,000 shares of Axsome common stock in open-market transactions at a weighted average sale price of $187.92 per share, with individual sale prices ranging from $185.09 to $191.12. After these transactions, he directly beneficially owns 42,588 shares of common stock and holds an additional 488 shares indirectly as custodian for his children's UTMA accounts, along with 105,000 stock options beneficially owned following the reported exercise.

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^*

Pizzie Nick

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		M(1)(2)		12,000	A	$3.5	54,588(5)	D
Common Stock	01/22/2026		S(2)(3)		12,000	D	$187.92(4)	42,588(5)	D
Common Stock								488	I(6)	See explanation 6 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)	$3.5	01/22/2026		M(2)			12,000	05/16/2019	05/16/2028	Common Stock	12,000	$0.00	105,000	D

Explanation of Responses:

1. Represents an exercise of stock options which was held for 8 years and exercised prior to 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 $185.09 and $191.12.

5. Includes the prior purchase of shares of common stock pursuant to the Issuer's Employee Stock Purchase Plan.

6. Represents additional shares indirectly beneficially owned by the reporting person as custodian for his children's UTMA accounts.

	/s/ Nick Pizzie	01/23/2026
	** 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.

FAQ

What insider transaction did Axsome Therapeutics (AXSM) report for its CFO?

Axsome Therapeutics (AXSM) reported that Chief Financial Officer Nick Pizzie exercised stock options for 12,000 shares of common stock at an exercise price of $3.5 per share on January 22, 2026, and on the same day sold 12,000 shares of common stock in open-market transactions.

At what prices did the Axsome (AXSM) CFO sell his common stock shares?

The Axsome CFO sold 12,000 shares of common stock at a weighted average price of $187.92 per share. The filing states that the individual sale prices ranged between $185.09 and $191.12 in a series of open-market transactions.

Was the Axsome Therapeutics (AXSM) CFO’s stock option exercise under a 10b5-1 plan?

Yes. The filing explains that the stock option exercise and related transaction on January 22, 2026 were carried out under a pre-approved Rule 10b5-1 trading plan, which is a preset program for trading shares according to predetermined instructions.

How many Axsome (AXSM) shares does the CFO own after the reported Form 4 transactions?

Following the reported transactions, the CFO directly beneficially owns 42,588 shares of Axsome common stock. He also indirectly beneficially owns an additional 488 shares as custodian for his children's UTMA accounts, as described in the filing.

What stock options in Axsome Therapeutics (AXSM) remain held by the CFO after this filing?

After the exercise of 12,000 stock options at an exercise price of $3.5 per share, the CFO continues to beneficially own 105,000 stock options. These options relate to Axsome common stock as reported in the derivative securities table.

What is the origin and term of the Axsome (AXSM) stock options exercised by the CFO?

The exercised stock options were granted on May 16, 2019 and are scheduled to expire on May 16, 2028. The filing notes that the reported exercise occurred after the options had been held for eight years and before the ten-year expiration date.

How are the indirectly owned Axsome (AXSM) shares held by the CFO characterized?

The filing states that the 488 indirectly beneficially owned shares are held by the reporting person as custodian for his children's UTMA accounts, meaning they are attributed to him in his capacity as custodian.