[8-K] Sage Therapeutics, Inc Reports Material Event

Rhea-AI Filing Summary

Orrstown Financial Services (ORRF) President & CEO Thomas R. Quinn Jr. has filed a Form 4 for a 28 Jul 2025 transaction. A Code F line shows 6,598 restricted shares disposed at $34.55 (≈ $228 k) to cover withholding taxes triggered by vesting; this is not an open-market sale.

Post-transaction, Quinn still holds 8,918 time-vested restricted shares, 30,116 performance-based RSUs, and 86,453 common shares (62,621 jointly with his spouse)—roughly 125 k shares in total. No derivative securities were traded or granted. The event is routine and does not materially alter insider alignment with shareholders.

Positive

• CEO retains roughly 125 k shares, continuing a meaningful ownership stake that aligns management interests with shareholders

Negative

• 6,598 shares were surrendered at $34.55, reducing direct holdings, though transaction was tax-related and not discretionary

Insights

Securities Analyst

TL;DR: Routine tax-withholding disposal; CEO retains sizeable stake, neutral for valuation.

The Code F classification indicates the shares were surrendered solely to satisfy payroll-tax obligations on vested awards. At ≈ $228 k, the disposal is <1 % of the CEO’s total holdings and is not an open-market signal. No options were exercised, and aggregate insider ownership remains robust, supporting continued alignment. Market impact should be negligible unless compounded by further sales.

Corporate Governance Expert

TL;DR: Governance-neutral filing; maintains strong insider ownership posture.

Quinn’s ownership after the event still exceeds 2 % of outstanding shares (estimate), well above typical alignment thresholds. Code F disposals are viewed as administrative rather than discretionary, so no governance red flags arise. Investors should monitor future Form 4s for pattern changes, but this single filing is procedurally routine.

DE false 0001597553 0001597553 2025-07-30 2025-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 30, 2025

Sage Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE		001-36544		27-4486580
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

55 Cambridge Parkway
Cambridge, MA		02142
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (617) 299-8380

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SAGE		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On July 30, 2025, Sage Therapeutics, Inc. announced its financial results for the quarter ended June 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued by Sage Therapeutics, Inc. on July 30, 2025, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 30, 2025						SAGE THERAPEUTICS, INC.
				By:		/s/ Gregory Shiferman
						Gregory Shiferman
						Senior Vice President, General Counsel

FAQ

How many ORRF shares did CEO Thomas R. Quinn Jr. dispose of?

He surrendered 6,598 restricted shares on 28 Jul 2025.

What does Code F mean on a Form 4 filing?

Code F signifies shares withheld or delivered solely to pay taxes owed on vested equity, not an open-market sale.

How many Orrstown Financial shares does the CEO own after the transaction?

Quinn still owns about 125 k shares in total: 8,918 restricted, 30,116 RSUs, and 86,453 common shares.

Was any derivative security activity reported?

No; the filing shows no options, warrants, or other derivative transactions.

Is this Form 4 likely to impact ORRF stock price?

Given the routine, tax-related nature and small size relative to holdings, material price impact is unlikely.