Sage Therapeutics Insider Equity Cancelled in $8.50-per-Share Buyout

Rhea-AI Filing Summary

Form 4 highlights – Sage Therapeutics (SAGE): Director George Golumbeski reported the mandatory disposition of all remaining equity interests at the 31 Jul 2025 close of Sage’s merger with Supernus Pharmaceuticals.

• Common stock: 8,000 shares converted under Transaction Code “U” (merger) and cancelled for the right to receive $8.50 cash per share plus one contingent value right (CVR) of up to $3.50/share.
• In-the-money options: 13,593 options (strike $6.14) expiring 3 Jan 2035 and 21,500 options (strike $6.77) expiring 10 Jun 2035 were cancelled; each optionholder will receive cash equal to ($8.50 – strike) × shares plus the same CVR count.
• All equity with strike ≥ $8.50 received no consideration; none were reported.
• Post-merger ownership: 0 shares/options reported, indicating the director no longer holds SAGE securities.

The filing is procedural, confirming that Sage shareholders received immediate liquidity at closing and potential future milestone payments through the CVRs.

Positive

• Merger consideration confirmed: Shareholders receive $8.50 cash plus CVR worth up to $3.50 per share, providing immediate liquidity and potential upside.
• Deal consummation verified: Filing indicates effective merger close on 31 Jul 2025, eliminating execution risk for investors.

Negative

• None.

Insights

M&A Specialist

TL;DR – Cash-out confirms full merger completion and eliminates insider overhang.

The Form 4 shows Supernus closed its Sage takeover exactly as laid out in June’s Merger Agreement. Golumbeski’s 8 k shares and 35 093 in-the-money options were cancelled for $8.50 cash plus CVRs, wiping his direct stake to zero. This evidences that all minority holders received identical consideration, de-risking deal execution and removing potential insider selling pressure post-close. The added CVR upside keeps alignment for milestone achievements, while cash payment locks in immediate value. Overall, a routine but positive confirmation of transaction finality.

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

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Golumbeski George

(Last) (First) (Middle)

C/O SAGE THERAPEUTICS, INC.

55 CAMBRIDGE PARKWAY

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sage Therapeutics, Inc. [ SAGE ]

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)
07/31/2025

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	07/31/2025		U(1)(2)		8,000	D	(1)(2)	0	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
Stock Option (Right to Buy)	$6.14	07/31/2025		D			13,593	(3)	01/03/2035	Common Stock	13,593	(3)	0	D
Stock Option (Right to Buy)	$6.77	07/31/2025		D			21,500	(3)	06/10/2035	Common Stock	21,500	(3)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 13, 2025, among Sage Therapeutics, Inc. (the "Issuer"), Supernus Pharmaceuticals, Inc. ("Parent"), and Saphire, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of July 31, 2025 (the effective time of the merger, the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $8.50 per Share in cash (the "Closing Amount"), plus (ii) one contingent value right ("CVR") per Share, each without interest and subject to the withholding of applicable taxes.

2. (Continued from footnote 1) Each CVR represents the right to receive up to $3.50 per Share in cash upon the satisfaction of specified milestones, as described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 16, 2025.

3. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares (a "Company Option") then outstanding and unexercised, whether or not vested, which had a per Share exercise price less than the Closing Amount was deemed fully vested and cancelled and converted into the right to receive (i) a cash payment (without interest and subject to the withholding of applicable taxes) equal to the product of (a) the excess of the Closing Amount over the per Share exercise price of such Company Option, multiplied by (b) the total number of Shares subject to such Company Option immediately prior to the Effective Time, plus (ii) one CVR for each Share subject to such Company Option immediately prior to the Effective Time. Each Company Option, whether or not vested, which had a per Share exercise price greater than or equal to the Closing Amount was cancelled with no consideration payable in respect thereof.

	/s/ Brandon Marsh, attorney in fact for George Golumbeski	07/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did SAGE shareholders receive at closing?

Each share was converted into $8.50 in cash plus one CVR that may pay up to $3.50 contingent on future milestones.

How many SAGE shares did Director George Golumbeski dispose of?

He disposed of 8,000 common shares as part of the merger conversion.

What happened to Golumbeski’s stock options?

35,093 in-the-money options were cancelled and converted into the cash spread versus $8.50 plus CVRs; ownership after the merger is 0.

Does this Form 4 indicate insider selling pressure?

No. The disposition was coded “U,” meaning it resulted from the merger, not an open-market sale.

Is the Supernus–Sage merger officially closed?

Yes. The filing date 31 Jul 2025 marks the effective time of the merger, confirming deal completion.