[Form 4] Sage Therapeutics, Inc Insider Trading Activity

Rhea-AI Filing Summary

KBR’s Q2-25 results show modest growth in core operations but are weighed down by a discontinued business. Revenue rose 5.7% YoY to $1.95 billion, driven by Mission Technology Solutions (MTS +7% to $1.41 billion) and a smaller gain in Sustainable Technology Solutions (STS +2% to $540 million). Gross profit increased 7% to $290 million and the margin edged up to 14.9% (14.6% LY). Operating income climbed 8% to $194 million while equity income from JVs jumped 28% to $51 million. Interest expense grew 28% to $41 million, keeping income from continuing ops flat at $106 million.

Discontinued operations (HomeSafe) posted a $48 million loss, cutting net income attributable to KBR to $73 million (-31% YoY). Diluted EPS fell to $0.56 from $0.79; EPS from continuing ops was unchanged at $0.81.

Cash & leverage: Operating cash flow improved to $308 million (+20% YoY), funding $204 million of buybacks and $43 million in dividends. Cash ended at $403 million versus $342 million at FY-24; total debt is $2.61 billion (net debt ≈ $2.21 billion).

Balance-sheet changes: goodwill up $63 million from acquisitions (LinQuest, Infrastar), AOCL improved $78 million on FX and pension gains. Share count fell 3% YoY to 128.8 million.

Outlook items: backlog of $13.1 billion (36% to convert within 12 months) and a $50 million favorable estimate change on an LNG project supported margins. Management realigned segments; Government Solutions is now MTS. New accounting standards (ASU 2023-09, 2024-03) expected to impact disclosures only.

Insights

Equity Research Analyst

TL;DR - Core ops solid; discontinuance masks strength, cash generation strong.

MTS and STS both delivered top-line growth, lifting operating income 8%. Flat continuing-ops EPS and higher interest temper enthusiasm, yet 20% YoY OCF growth and $403 million cash provide capital flexibility. Share count down 3% enhances per-share metrics. HomeSafe exit is a one-off drag; without it, diluted EPS would have risen modestly. Leverage (≈3.2× EBITDA) remains manageable given consistent cash generation. Overall, results mildly positive for valuation.

Risk Analyst

TL;DR - Discontinued loss, higher interest and litigation keep risk profile neutral.

HomeSafe termination introduces execution & reputational risk; $48 million Q2 loss plus $69 million related liabilities removed from BS but sets precedent for government contract volatility. Interest expense up 28% amid $2.6 billion debt; SOFR-linked facilities expose KBR to further rate hikes. Share buybacks shrink equity buffer (treasury stock now $1.7 billion). Though liquidity healthy, leverage covenant headroom narrows as buybacks continue. No new guidance given, leaving uncertainty. Impact judged neutral pending clarity on discontinued operations’ ultimate cost.

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

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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^*

FRATES JAMES M

(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)		2,845	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			19,154	(3)	01/03/2035	Common Stock	19,154	(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 James M Frates	07/31/2025
	** Signature of Reporting Person	Date
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