[144] Boyd Gaming Corporation SEC Filing

Rhea-AI Filing Summary

Sage Therapeutics, Inc. (SAGE) filed a Post-Effective Amendment to fifteen prior Form S-8 registration statements. The amendment deregisters all unsold shares that had been reserved for issuance under various employee equity plans, including the 2024 Equity Incentive Plan (16.5 million shares) and multiple older stock option and ESPP programs.

The action follows the 31 Jul 2025 merger in which Supernus Pharmaceuticals, Inc. acquired Sage via subsidiary Saphire, Inc., leaving Sage as a wholly owned subsidiary. Because Sage has terminated all public offerings of its securities, it is obligated under the undertakings in each S-8 to remove from registration any shares that remain unissued at the close of the offering. No new securities are being registered, and no financial results or guidance are provided.

The filing is procedural; it confirms completion of the merger and cleans up the company’s shelf of employee-plan shares. There is no direct economic impact on former Sage public shareholders, whose merger consideration would have been set on the closing date.

Positive

• Confirms merger completion with Supernus, eliminating uncertainty about transaction close
• Removes potential dilution from ~35 million unissued Sage employee-plan shares

Negative

• None.

Insights

Securities Analyst

TL;DR: Purely administrative deregistration after Supernus buyout; no valuation impact.

This S-8 POS simply removes roughly 35 million unissued employee-plan shares now that Sage is a Supernus subsidiary. The amendment satisfies SEC undertakings and eliminates future equity dilution that can no longer occur. Investors in Supernus gain clarity that no legacy Sage plan shares remain outstanding. Market impact is de minimis because merger terms were fixed earlier; trading in SAGE has ceased. I view the filing as neutral and non-impactful.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	16497	1372243.56	80184203	08/01/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/08/2019	Restricted Stock	Issuer			6520	11/08/2019	Not Applicable
Common	02/27/2020	Performance Shares	Issuer			9977	02/27/2020	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did Sage Therapeutics file this S-8 POS on 1 Aug 2025?

To deregister all unsold shares from earlier employee equity plans after its merger with Supernus.

How many Sage shares are being deregistered?

The amendment covers approximately 35 million unissued shares across 15 prior S-8 filings.

Does the filing affect Supernus (SUPN) shareholders?

Impact is minimal; it simply removes legacy Sage share reserves, preventing future dilution.

Is any new equity being registered for Sage or Supernus?

No. The filing only removes previously registered securities; no new shares are added.

What triggered the need for deregistration?

Sage became a wholly owned subsidiary of Supernus on 31 Jul 2025, ending its public offerings.