Axsome Therapeutics (AXSM) CEO exercises options, sells 32,410 shares

Rhea-AI Filing Summary

Axsome Therapeutics CEO Herriot Tabuteau reported an option exercise and share sale. On 02/02/2026, he exercised 32,410 stock options at $8.02 per share and acquired the same number of common shares. That same day, he sold 32,410 common shares at a weighted average price of $185.60 under a pre-approved Rule 10b5-1 plan that has now been completed.

After these transactions, Tabuteau directly holds 7,229 shares of Axsome common stock and is also deemed the indirect beneficial owner of 7,344,500 additional 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
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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)
02/02/2026

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	02/02/2026		M(1)(2)		32,410	A	$8.02	39,639	D
Common Stock	02/02/2026		S(2)(3)		32,410	D	$185.6(4)	7,229	D
Common Stock								7,344,500	I	See Footnote(5)

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)	$185.6	02/02/2026		M(1)(2)			32,410	05/27/2017	05/27/2026	Common Stock	32,410	$0.00	0	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, 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 $183.85 and $186.89.

5. 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	02/02/2026
	** 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).
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FAQ

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

The CEO, Herriot Tabuteau, exercised 32,410 stock options and sold 32,410 common shares. The exercise price was $8.02 per share, and the reported weighted average sale price was $185.60 per share across multiple open market trades.

Was the Axsome Therapeutics (AXSM) insider sale part of a trading plan?

Yes. The filing states the transactions were made under a pre-approved Rule 10b5-1 trading plan. That plan governed the option exercise and subsequent stock sale and has now been completed according to the disclosure footnotes.

How many Axsome Therapeutics (AXSM) shares does the CEO own after the reported trades?

Following the transactions, CEO Herriot Tabuteau directly owns 7,229 shares of Axsome common stock. He is also deemed the indirect beneficial owner of 7,344,500 additional shares held by an entity for which he has voting and dispositive power.

What stock option did the Axsome Therapeutics (AXSM) CEO exercise?

He exercised a stock option covering 32,410 Axsome common shares at an exercise price of $185.60 for the derivative security. The option was originally granted on May 27, 2017 and was scheduled to expire on May 27, 2026.

Why did the Axsome Therapeutics (AXSM) CEO exercise options on this date?

The filing notes the exercise was necessary because the stock options were approaching their 10-year expiration date. The transaction ensured the options were exercised before they expired under the original grant terms.

What price range were Axsome Therapeutics (AXSM) shares sold at in this Form 4?

The reported weighted average sale price for the 32,410 common shares was $185.60 per share. Footnotes explain the actual open market sale prices ranged between $183.85 and $186.89 across multiple individual transactions.