AXSM Form 4: Director Roger Jeffs Sells Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Axsome Therapeutics director Roger Jeffs reported two open-market sales of common stock under a pre-approved 10b5-1 plan. On 08/22/2025 he sold 16,694 shares at a weighted average price of $120.08, and on 08/26/2025 he sold 20,000 shares at a weighted average price of $120.03, for total shares sold of 36,694. After the 08/22 sale he beneficially owned 150,974 shares; after the 08/26 sale he beneficially owned 130,974 shares. The filings state the sold shares were underlying previously exercised options.

Positive

• Transactions were executed under a pre-approved 10b5-1 plan, which clarifies the timing and intent of the sales
• Filing discloses weighted average sale prices and post-transaction beneficial ownership, providing transparency

Negative

• None.

Insights

Securities Analyst

Director executed routine option-based sales under a 10b5-1 plan, reducing direct shareholding by 36,694 shares.

The Form 4 discloses two transactions executed pursuant to a pre-approved 10b5-1 plan, indicating the shares sold were from previously exercised stock options rather than new option grants or open-market purchases. The weighted average sale prices ($120.08 and $120.03) are reported along with post-transaction beneficial ownership (150,974 then 130,974 shares). This is a non-derivative disposition with no additional derivative holdings reported.

Corporate Governance Expert

Disclosure is clear: sales were planned, executed under Rule 10b5-1, and properly reported on Form 4.

The filing includes the required explanatory notes stating the transactions arose from a 10b5-1 plan and involved shares underlying exercised options. The Form 4 identifies the reporting person as a director and shows individual filing. Signature by an attorney-in-fact is included. No amendments or other beneficial owners are indicated.

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^*

JEFFS ROGER

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		S(1)(2)		16,694	D	$120.08(3)	150,974	D
Common Stock	08/26/2025		S(1)(2)		20,000	D	$120.03(4)	130,974	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

Explanation of Responses:

1. Represents the sale of underlying shares of previously exercised stock options.

2. Such transaction was pursuant to a pre-approved 10b5-1 plan.

3. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $120.00 and $120.34.

4. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $120.00 and $120.26.

	/s/ Nick Pizzie, Attorney-in-Fact	08/26/2025
	** 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 (AXSM) director Roger Jeffs sell?

He sold a total of 36,694 shares of common stock through two transactions on 08/22/2025 and 08/26/2025.

At what prices were the AXSM shares sold by the director?

The weighted average prices were $120.08 for the 08/22 sale and $120.03 for the 08/26 sale.

Why were the shares sold according to the Form 4?

The Form 4 states the sales represented underlying shares of previously exercised stock options and were made pursuant to a pre-approved 10b5-1 plan.

How many AXSM shares did Roger Jeffs own after the reported transactions?

After the 08/22 transaction he beneficially owned 150,974 shares; after the 08/26 transaction he beneficially owned 130,974 shares.

Who signed the Form 4 filing?

The form was signed by Nick Pizzie, Attorney-in-Fact on behalf of the reporting person on 08/26/2025.