Axsome Therapeutics (NASDAQ: AXSM) CEO sells shares via 10b5-1 plan

Rhea-AI Filing Summary

Axsome Therapeutics insider activity shows CEO Herriot Tabuteau exercising stock options and selling the resulting shares under a pre-approved Rule 10b5-1 trading plan. On January 5, 2026, he exercised 78,703 options at $8.02 per share and sold 78,703 common shares at a weighted average price of $171.28. On January 6, 2026, he exercised 29,450 options at $8.02 and sold 29,450 shares at a weighted average price of $172.33. On January 7, 2026, he exercised 31,261 options at $8.02 and sold 31,261 shares at a weighted average price of $170.38. After these trades, he directly owns 7,229 common shares and is the indirect beneficial owner of 7,344,500 shares held by an entity over which he has voting and dispositive power.

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)
01/05/2026

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	01/05/2026		M(1)(2)		78,703	A	$8.02	85,932	D
Common Stock	01/05/2026		S(2)(3)		78,703	D	$171.28(4)	7,229	D
Common Stock	01/06/2026		M(1)(2)		29,450	A	$8.02	36,679	D
Common Stock	01/06/2026		S(2)(3)		29,450	D	$172.33(5)	7,229	D
Common Stock	01/07/2026		M(1)(2)		31,261	A	$8.02	38,490	D
Common Stock	01/07/2026		S(2)(3)		31,261	D	$170.38(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)	$171.28	01/05/2026		M(1)(2)			78,703	05/27/2017	05/27/2026	Common Stock	78,703	$0.00	93,121	D
Stock Option (Right to Buy)	$172.33	01/06/2026		M(1)(2)			29,450	05/27/2017	05/27/2026	Common Stock	29,450	$0.00	63,671	D
Stock Option (Right to Buy)	$170.38	01/07/2026		M(1)(2)			31,261	05/27/2017	05/27/2026	Common Stock	31,261	$0.00	32,410	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 $168.58 and $178.60.

5. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $170.36 and $175.26.

6. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $168.15 and $173.17.

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	01/07/2026
	** 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 transactions did AXSM CEO Herriot Tabuteau report?

The report shows that Herriot Tabuteau, Chief Executive Officer, director and 10% owner of Axsome Therapeutics, Inc. (AXSM), exercised stock options and sold the resulting common shares over three days in January 2026.

How many Axsome Therapeutics shares did the CEO sell in January 2026?

On January 5, 2026, he sold 78,703 common shares at a weighted average of $171.28; on January 6, 2026, he sold 29,450 shares at $172.33; and on January 7, 2026, he sold 31,261 shares at $170.38.

Were the AXSM insider trades made under a Rule 10b5-1 trading plan?

Yes. A footnote states that each transaction was pursuant to a pre-approved Rule 10b5-1 trading plan, which is a pre-arranged plan for buying or selling stock.

Why did the Axsome CEO exercise stock options in January 2026?

A footnote explains that the exercises were necessary because the stock options were approaching their 10-year expiration date, requiring exercise before they expired.

What prices did the Axsome CEO pay to exercise his stock options?

For each of the January 5, 6 and 7, 2026 transactions, the options exercised were stock options with an exercise price of $8.02 per share for Axsome common stock.

How many AXSM shares does the CEO own after these transactions?

Following the reported transactions, he directly owns 7,229 common shares and is the indirect beneficial owner of 7,344,500 shares held by an entity over which he has voting and dispositive power.

What do the weighted average sale prices in the AXSM insider filing mean?

The filing notes that the reported prices of $171.28, $172.33 and $170.38 per share are weighted average sale prices for series of open market transactions within specified price ranges.