Axsome Therapeutics (AXSM) sets new executive severance and change in control terms

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Axsome Therapeutics, Inc. approved a new Executive Severance and Change in Control Plan that standardizes severance protection for key leaders, effective on June 5, 2026. The plan covers the CEO, other Section 16 officers, and vice presidents and above under three tiers.

For involuntary terminations outside a change in control period, Tier 1 participants receive 18 months of base salary and COBRA premiums, Tier 2 receive 12 months, and Tier 3 receive 6 months, generally paid over time. During a defined change in control period, cash severance increases to 24, 18, or 9 months of base salary by tier, with additional target bonus coverage.

In a change in control termination, 100% of unvested time-based equity vests, and performance-based awards vest at 100% of target. The new plan replaces prior severance arrangements, except where specifically preserved.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Tier 1 severance (no change in control): 18 months base salary Tier 2 severance (no change in control): 12 months base salary Tier 3 severance (no change in control): 6 months base salary +5 more

8 metrics

Tier 1 severance (no change in control) 18 months base salary Involuntary termination outside change in control period

Tier 2 severance (no change in control) 12 months base salary Involuntary termination outside change in control period

Tier 3 severance (no change in control) 6 months base salary Involuntary termination outside change in control period

Tier 1 severance (change in control) 24 months base salary Involuntary termination during change in control period

Tier 2 severance (change in control) 18 months base salary Involuntary termination during change in control period

Tier 3 severance (change in control) 9 months base salary Involuntary termination during change in control period

Change in control period start 3 months before change in control Defines beginning of change in control period

Change in control period end 12 months after change in control Defines end of change in control period

Key Terms

Involuntary Termination, Change in Control Period, Good Reason, Target Annual Incentive, +2 more

6 terms

Involuntary Termination financial

"Upon an Involuntary Termination ... a Participant is eligible to receive the following severance"

Change in Control Period financial

"during the Change in Control Period (which is the period beginning three months prior to a Change in Control"

Good Reason financial

"Involuntary Termination (which, for Tier 1 and Tier 2 Participants, includes a termination by the Participant for Good Reason)"

Target Annual Incentive financial

"the Participant's Target Annual Incentive multiplied by a fraction the numerator of which is the applicable Severance Months"

COBRA financial

"the employer-portion of COBRA monthly premiums for a period of 18 months for Tier 1 Participants"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

time-based vesting financial

"100% of the unvested portion of the Participant's outstanding equity awards subject to time-based vesting shall become vested"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

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Understanding 8-K Material Events →

06/09/2026 - 05:20 PM

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): June 05, 2026

    

Axsome Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37635	45-4241907
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One World Trade Center, 29th Floor
New York, New York		10007
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (212) 332-3241

    

(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	AXSM	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Axsome Therapeutics, Inc. (the “Company”) approved the adoption of the Axsome Therapeutics, Inc. Executive Severance and Change in Control Plan (the “Severance Plan”), effective on June 5, 2026, which provides for severance benefits to certain key employees, including the Company’s named executive officers, upon certain types of qualifying termination events.

The Severance Plan supersedes all prior plans, agreements (including the severance terms of any employment agreements in effect on or prior to the effective date of the Severance Plan), or other arrangements for severance benefits or for enhanced severance payments whether or not before, on or after a Change in Control, effective as of the effective date of the Severance Plan, except as specifically provided under the Severance Plan or as specifically provided under future employment agreements. Under the Severance Plan, a Participant is designated by the Committee as a Tier 1 Participant (which includes the Chief Executive Officer), a Tier 2 Participant (which includes all other Section 16 executive officers of Company), or a Tier 3 Participant (which includes vice presidents and above of the Company), as specified in the individual Participation Agreement. Upon an Involuntary Termination (which, for Tier 1 and Tier 2 Participants, includes a termination by the Participant for Good Reason) outside of a Change in Control Period (defined below), a Participant is eligible to receive the following severance: (a) all Accrued Obligations; (b) a cash severance payment equal to the Participant’s Base Salary multiplied by the applicable Severance Months (18 months for Tier 1 Participants, 12 months for Tier 2 Participants, and 6 months for Tier 3 Participants), paid in substantially equal installments over the applicable severance period; and (c) the employer-portion of COBRA monthly premiums for a period of 18 months for Tier 1 Participants, 12 months for Tier 2 Participants, and 6 months for Tier 3 Participants, provided that the Participant timely elects continuation coverage.

Pursuant to the Severance Plan, upon an Involuntary Termination during the Change in Control Period (which is the period beginning three months prior to a Change in Control and ending twelve months after a Change in Control), a Participant is eligible to receive the following enhanced severance: (a) all Accrued Obligations; (b) a lump sum cash payment equal to the sum of (i) the Participant's Base Salary multiplied by the applicable Severance Months (24 months for Tier 1 Participants, 18 months for Tier 2 Participants, and 9 months for Tier 3 Participants) and (ii) the Participant's Target Annual Incentive multiplied by a fraction the numerator of which is the applicable Severance Months and the denominator of which is 12; (c) 100% of the unvested portion of the Participant's outstanding equity awards subject to time-based vesting shall become vested, and the unvested portion of the Participant's outstanding equity awards subject to performance-based vesting shall vest assuming the applicable performance conditions were achieved at 100% of the target level of achievement as of the end of the performance period; and (d) a lump sum COBRA payment equal to the excess of the COBRA premium over the active employee premium, multiplied by 24 months for Tier 1 Participants, 18 months for Tier 2 Participants, and 9 months for Tier 3 Participants.

The preceding summary of the terms of the Severance Plan is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the Severance Plan, a copy of which has been filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description

10.1		Axsome Therapeutics, Inc. Executive Severance and Change in Control Plan.
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.


			Axsome Therapeutics, Inc.

Date:	June 9, 2026	By:	/s/ Herriot Tabuteau, M.D.
		Name: Title:	Herriot Tabuteau, M.D. President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Axsome Therapeutics (AXSM) change in this 8-K filing?

Axsome Therapeutics adopted an Executive Severance and Change in Control Plan effective June 5, 2026. It standardizes severance and equity treatment for the CEO, other Section 16 officers, and vice presidents and above, replacing most prior severance arrangements.

Who is covered under Axsome Therapeutics’ new executive severance plan?

The plan covers three tiers: Tier 1 includes the Chief Executive Officer, Tier 2 includes all other Section 16 executive officers, and Tier 3 includes vice presidents and above. Each covered employee signs a Participation Agreement specifying their tier.

How does Axsome (AXSM) handle severance outside a change in control event?

For involuntary terminations outside a change in control period, Tier 1 receives 18 months of base salary and COBRA premiums, Tier 2 receives 12 months, and Tier 3 receives 6 months. Cash severance is generally paid in substantially equal installments over the severance period.

What severance does Axsome pay if termination occurs during a change in control period?

If an involuntary termination occurs during the change in control period, Tier 1 gets 24 months of base salary, Tier 2 gets 18 months, and Tier 3 gets 9 months. Each also receives a lump sum tied to their Target Annual Incentive, scaled by severance months.

How are Axsome executives’ equity awards treated in a change in control termination?

Upon an involuntary termination in the change in control period, 100% of unvested time-based equity vests immediately. Unvested performance-based awards vest assuming performance conditions are achieved at 100% of target as of the end of the performance period.

What COBRA benefits are provided under Axsome’s new severance plan?

Outside a change in control, Axsome pays the employer portion of COBRA premiums for 18, 12, or 6 months for Tiers 1, 2, and 3 respectively. During a change in control termination, participants receive a lump sum equal to the premium differential for 24, 18, or 9 months.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 281.3 KB