Form 4: Sage Therapeutics Insider Exits Equity Post-Supernus Deal

Rhea-AI Filing Summary

Form 4 highlights: Sage Therapeutics (SAGE) director Geno J. Germano reported the automatic cancellation of 21,500 stock options with a $6.77 exercise price on 07/31/2025, the effective date of Sage’s merger with Supernus Pharmaceuticals. Under the Merger Agreement, each option was deemed fully vested and exchanged for (i) cash equal to the $8.50 per-share tender price minus the $6.77 strike and (ii) one contingent value right (CVR) for each underlying share. Each CVR can pay up to $3.50 in cash if post-closing milestones are met.

Following the conversion, Germano reports zero derivative securities or common shares, indicating a complete exit of equity exposure. Options with strikes at or above $8.50 received no consideration. The filing is administrative in nature and confirms consummation of the cash-and-CVR merger; no new insider purchases or sales of Sage stock occurred on the open market.

Positive

• Merger consummated: Filing confirms closing of Supernus–Sage transaction at $8.50 cash plus CVR.
• Potential upside: Each cancelled option is tied to CVRs that could pay up to $3.50 per share if milestones are achieved.

Negative

• No continuing insider ownership: Director now holds 0 shares/options, eliminating direct insider alignment with any remaining CVR performance.
• Out-of-the-money options cancelled: Options with strikes ≥ $8.50 were extinguished with no payment, reflecting limited residual value for high-strike instruments.

Insights

Securities Analyst

TL;DR: Insider options cancelled for cash & CVRs due to merger; neutral for valuation.

The disposal is a mechanical outcome of Sage’s takeover by Supernus. Germano’s 21,500 options were cashed out at the $1.73 in-the-money amount and supplemented with CVRs, leaving him with no further stake. Because all minority shareholders received identical terms, the filing does not signal incremental information about Sage’s prospects or merger conditions. Market impact is negligible; valuation hinges on the probability and timing of CVR milestone payments already reflected in deal spreads.

Corporate Governance Expert

TL;DR: Director’s exit ends insider alignment; limited governance relevance post-merger.

Once Sage merged into Supernus, Sage’s board dissolved; directors no longer require equity alignment. Germano’s reported exit merely documents the mandatory cash-out under the agreement. Investors tracking post-merger integration should focus on Supernus disclosures, not legacy Sage insider filings.

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^*

Germano Geno J

(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 Geno J Germano	07/31/2025
	** Signature of Reporting Person	Date
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FAQ

What did Geno J. Germano report in the July 31 2025 Form 4 for SAGE?

He disclosed cancellation of 21,500 stock options, exchanged for cash and one CVR per underlying share upon merger completion.

How much cash per share did Sage shareholders receive in the Supernus merger?

Shareholders received $8.50 in cash per share plus one CVR worth up to $3.50 contingent on future milestones.

Does Germano still own Sage Therapeutics equity after the merger?

No. The Form 4 shows zero derivative securities or common shares remain after the transaction.

What happens to Sage stock options with strike prices above $8.50?

Options at or above the tender price were canceled with no consideration under the Merger Agreement.

Are the CVRs traded or transferable?

The filing states each share or option receives a CVR, payable up to $3.50 in cash if milestones are met; transferability details are in the merger documents.