Axsome CFO exercises options, sells 33K shares

Axsome Therapeutics, Inc.’s Chief Financial Officer Nick Pizzie reported an option exercise paired with an open-market sale of common stock.

Rhea-AI Filing Summary

Axsome Therapeutics, Inc.’s Chief Financial Officer Nick Pizzie reported an option exercise paired with an open-market sale of common stock. He exercised stock options for 33,000 shares of common stock at $3.50 per share, from options that had been held for over eight years and were approaching their 10-year expiration.

The same 33,000 shares were then sold in open-market transactions at a weighted average price of $240.09 per share, under a pre-approved Rule 10b5-1 trading plan that has now been completed. Following these transactions, Pizzie directly owns 42,867 shares of Axsome common stock, which includes prior purchases under the company’s Employee Stock Purchase Plan, and indirectly holds 488 additional shares as custodian for his children’s UTMA accounts.

Insider Trade Summary 10b5-1

Exercise and Sale: 33,000 shares ($7.81M approx. pre-tax spread)

Exercise and Sale 4 txns

Insider Pizzie Nick

Role Chief Financial Officer

Sold 33,000 shs ($7.92M)

Approx. gross sale proceeds $7.92M

Approx. exercise cost $116K

Approx. pre-tax spread $7.81M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	33,000	$0.00	$0.00
Exercise	Common Stock	33,000	$3.50	$116K
Sale	Common Stock	33,000	$240.09	$7.92M
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 72,000 contracts (Direct); Common Stock — 42,867 shares (Direct); Common Stock — 488 shares (Indirect, See explanation 6 below.)

Footnotes (6)

1. F1. Represents an exercise of stock options which was held for over 8 years and exercised prior to the 10-year expiration date of such options.
2. F2. Such transaction was pursuant to a pre-approved 10b5-1 plan, which has now been completed.
3. F3. Represents the subsequent sale of the underlying shares of the aforementioned exercise of stock options.
4. F4. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $236.46 and $242.35.
5. F5. Includes the prior purchase of shares of common stock pursuant to the Issuer's Employee Stock Purchase Plan.
6. F6. Represents additional shares indirectly beneficially owned by the reporting person as custodian for his children's UTMA accounts.

Key Figures

Shares sold: 33,000 shares Weighted average sale price: $240.09 per share Option exercise size: 33,000 shares +5 more

8 metrics

Shares sold 33,000 shares Open-market sale of common stock on June 9, 2026

Weighted average sale price $240.09 per share Sale prices ranged from $236.46 to $242.35

Option exercise size 33,000 shares Stock options exercised for common stock

Option exercise price $3.50 per share Stock Option (Right to Buy) exercise price

Option expiration date May 16, 2028 Stock options exercised after over eight years held

Direct holdings after transactions 42,867 shares Common stock directly owned by CFO after June 9, 2026

Indirect holdings after transactions 488 shares UTMA accounts for children, indirectly beneficially owned

Remaining derivative options 0 options from this grant Derivative summary shows no remaining for this exercised grant

Key Terms

Rule 10b5-1 plan, weighted average sale price, Employee Stock Purchase Plan, UTMA accounts, +1 more

5 terms

Rule 10b5-1 plan financial

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

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

weighted average sale price financial

"Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $236.46 and $242.35."

Employee Stock Purchase Plan financial

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

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

UTMA accounts financial

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

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) with an exercise price of $3.5000 per share and expiration date May 16, 2028."

FAQ

What insider transactions did Axsome (AXSM) CFO Nick Pizzie report?

Nick Pizzie reported exercising stock options for 33,000 Axsome shares at $3.50, then selling the same 33,000 shares in open-market trades at a weighted average price of $240.09 per share, all on June 9, 2026.

Was the Axsome (AXSM) CFO sale made under a Rule 10b5-1 plan?

Yes, the filing states the transactions were executed under a pre-approved Rule 10b5-1 trading plan, which has now been completed. Such plans are pre-scheduled arrangements that can indicate routine portfolio management rather than discretionary market timing.

What price did the Axsome (AXSM) CFO receive for the 33,000 shares sold?

The 33,000 shares of Axsome common stock were sold at a weighted average price of $240.09 per share. The footnotes explain this reflects multiple open-market trades with individual sale prices ranging from $236.46 to $242.35 on the transaction date.

How many Axsome (AXSM) shares does the CFO hold after these transactions?

After the reported transactions, CFO Nick Pizzie directly owns 42,867 shares of Axsome common stock. He also indirectly beneficially owns 488 additional shares as custodian for his children’s UTMA accounts, according to the footnote disclosure in the filing.

What stock options did the Axsome (AXSM) CFO exercise in this Form 4?

He exercised stock options covering 33,000 shares of Axsome common stock at a $3.50 exercise price. The options had been held for more than eight years and were exercised before their 10-year expiration date of May 16, 2028, as described in the filing footnotes.

Does the Axsome (AXSM) CFO still hold any of the shares from this option exercise?

No, the footnotes state the 33,000-share sale represents the subsequent sale of the underlying shares from the option exercise. However, he continues to hold 42,867 other shares directly, plus 488 shares indirectly via his children’s UTMA accounts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/09/2026 - 05:17 PM Learn about SEC filing dates

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^*

Pizzie Nick

(Last) (First) (Middle)

C/O AXSOME THERAPEUTICS, INC.

ONE WORLD TRADE CENTER, 29TH FLOOR

(Street)

NEW YORK 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/09/2026		M(1)(2)		33,000	A	$3.5	75,867(5)	D
Common Stock	06/09/2026		S(2)(3)		33,000	D	$240.09(4)	42,867(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	06/09/2026		M(2)			33,000	05/16/2019	05/16/2028	Common Stock	33,000	$0.00	72,000	D

Explanation of Responses:

1. Represents an exercise of stock options which was held for over 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, 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 $236.46 and $242.35.

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	06/09/2026
	** 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)