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

Rhea-AI Filing Summary

Axsome Therapeutics, Inc. Chief Executive Officer and director Herriot Tabuteau exercised a series of stock options that were expiring and sold the resulting shares under a pre-approved 10b5-1 plan between 10/06/2025 and 10/08/2025. The filings show exercises of 45,384 option shares in total (19,220 on 10/06/2025, 13,390 on 10/07/2025, and 12,774 on 10/08/2025) at exercise prices around $118–$121 per option, resulting in reported open-market sale proceeds with weighted average sale prices of $120.17, $118.77, and $118.84 respectively. After these transactions, the reporting person directly owned 7,229 shares and indirectly held 7,344,500 shares through an entity where they have voting and dispositive power. The exercises were necessary because the options reached their 10‑year expiration and were executed under the 10b5-1 plan.

Positive

• Transactions executed under a pre-approved 10b5-1 plan, which provides a structured trading framework
• Continued substantial indirect ownership of 7,344,500 shares, indicating retained economic and voting interest

Negative

• Significant option exercises and open-market sales totaling 45,384 shares could be perceived as near-term selling pressure
• Direct holdings reduced to 7,229 shares, lowering immediately visible insider-owned common stock

Insights

Corporate Insider Trading Analyst

TL;DR: CEO exercised expiring options and sold shares under a 10b5-1 plan.

The CEO executed 45,384 option exercises that were at or near their 10‑year expiration and immediately sold the underlying shares in open-market transactions across 10/06/2025 to 10/08/2025. The sale prices reported are weighted averages of $120.17, $118.77, and $118.84, indicating consistent execution pricing across the three days.

Dependence on a pre-approved 10b5-1 plan reduces questions about contemporaneous trading intent, and the filings show continued significant indirect ownership of 7,344,500 shares. Watch for any future Form 4s that change direct or indirect holdings or disclose further option expirations within the next 12 months.

Equity Ownership & Governance Specialist

TL;DR: Large indirect stake remains despite small direct holdings after sales.

The reporting person now directly holds 7,229 shares, a modest direct stake, while retaining indirect control over 7,344,500 shares via an entity for which they have voting and dispositive power. This concentration of indirect ownership can preserve influence over corporate decisions despite the exercised-and-sold options.

Investors should note the distinction between direct and indirect ownership when assessing insider alignment; any material shift in the indirect position would be disclosure-significant over the coming quarters.

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)
10/06/2025

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	10/06/2025		M(1)(2)		19,220	A	$8.02	26,449	D
Common Stock	10/06/2025		S(2)(3)		19,220	D	$120.17(4)	7,229	D
Common Stock	10/07/2025		M(1)(2)		13,390	A	$8.02	20,619	D
Common Stock	10/07/2025		S(2)(3)		13,390	D	$118.77(5)	7,229	D
Common Stock	10/08/2025		M(1)(2)		12,774	A	$8.02	20,003	D
Common Stock	10/08/2025		S(2)(3)		12,774	D	$118.84(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)	$120.17	10/06/2025		M(1)(2)			19,220	05/27/2017	05/27/2026	Common Stock	19,220	$0.00	441,900	D
Stock Option (Right to Buy)	$118.77	10/07/2025		M(1)(2)			13,390	05/27/2017	05/27/2026	Common Stock	13,390	$0.00	428,510	D
Stock Option (Right to Buy)	$118.84	10/08/2025		M(1)(2)			12,774	05/27/2017	05/27/2026	Common Stock	12,774	$0.00	415,736	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 $119.62 and $120.67.

5. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $117.53 and $119.66.

6. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $117.73 and $119.96.

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	10/08/2025
	** 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 Axsome CEO Herriot Tabuteau do on 10/06–10/08/2025 (AXSM)?

The CEO exercised 45,384 options that were expiring and sold the resulting shares under a pre-approved 10b5-1 plan with weighted average sale prices of $120.17, $118.77, and $118.84.

How many shares does the reporting person own after these Form 4 transactions?

Following the reported transactions, the reporting person directly owns 7,229 shares and is the indirect beneficial owner of 7,344,500 shares through an entity.

Why were the stock options exercised?

The exercises were necessary because the options were reaching their 10-year expiration, and the transactions were executed pursuant to a pre-approved 10b5-1 plan.

Were the sales executed at a single price?

No; the sales were open-market transactions reported as weighted average prices: $120.17, $118.77, and $118.84 for the respective dates.

Do these Form 4 filings change insider control of Axsome (AXSM)?

Although direct holdings are small at 7,229 shares, the reporting person retains significant indirect ownership of 7,344,500 shares, preserving substantial influence.