Sage Therapeutics Insider Cashes Out Equity After Supernus Acquisition Close

Rhea-AI Filing Summary

Director Michael F. Cola filed a Form 4 after Sage Therapeutics (SAGE) completed its merger with Supernus Pharmaceuticals on 07/31/2025. The agreement paid shareholders $8.50 cash plus one contingent value right (CVR) of up to $3.50 per share.

Cola’s only reported transaction is the disposition of 21,500 stock options with a $6.77 exercise price. At the effective time, all in-the-money options vested automatically and were cancelled in exchange for: (i) cash equal to the spread between the $8.50 merger price and the $6.77 strike (≈ $1.73 per option) and (ii) one CVR for each underlying share. Options with strike prices at or above $8.50 were cancelled for no consideration, leaving the reporting person with zero derivative securities in the issuer.

The filing confirms the merger’s close, cash payout mechanics, and termination of Section 16 insider status.

Positive

• Merger consummation: Filing confirms Sage’s cash-and-CVR sale to Supernus closed on 07/31/2025.
• Cash payout clarity: Shareholders and option-holders receive $8.50 per share plus potential $3.50 CVR, eliminating deal uncertainty.

Negative

• Out-of-the-money options canceled: Any option with a strike ≥ $8.50 was terminated with no consideration, erasing potential upside for those holders.

Insights

Financial Analyst

TL;DR: Merger closed; director options cashed out at $8.50 + CVR—no ongoing SAGE exposure.

The Form 4 is primarily procedural, documenting conversion of 21,500 in-the-money options into cash and CVRs once the Supernus takeover became effective. While insider “selling” can appear bearish, the action is automatic under the merger agreement and does not reflect discretionary sentiment. Importantly, it confirms payment terms—$8.50 cash plus up to $3.50 CVR—are now binding. Investors holding SAGE should no longer expect equity upside beyond CVR milestones. Impact is neutral to slightly positive because it evidences deal completion and cash realization.

Corporate Governance Expert

TL;DR: Filing formalizes option cancellation terms, ensuring compliance post-merger.

The disclosure satisfies Section 16 requirements by documenting how board-level equity was treated at close. Automatic vesting of unexercised options removes potential post-close conflicts and signals that legacy incentive plans are extinguished. Options with strikes ≥ $8.50 were canceled without payment, illustrating equitable application of the merger terms. Overall governance impact is neutral; the event merely codifies contractual obligations already disclosed in the proxy and tender offer materials.

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

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^*

COLA MICHAEL F

(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

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)	$6.77	07/31/2025		D(1)(2)			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 to purchase all outstanding shares of common stock of the Issuer (each, a "Share") for (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, and thereafter merged with and into the Issuer, effective as of July 31, 2025 (the effective time of the merger, the "Effective Time").

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 Michael F. Cola	07/31/2025
	** 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 did SAGE insiders receive for their options in the merger?

In-the-money options were cashed out for the $8.50–$6.77 spread and one CVR per underlying share.

How many options did Michael F. Cola dispose of?

21,500 stock options were canceled as part of the merger closing.

What is the value of the contingent value right (CVR)?

Each CVR can pay up to $3.50 per share if specified milestones are met.

Does the filing indicate future insider sales?

No. The disposition was automatic under the merger agreement; Cola now holds no SAGE derivative securities.

Is Sage Therapeutics still publicly traded after 07/31/2025?

The merger converted Sage shares to cash and CVRs, ending normal public trading in SAGE common stock.