Axsome (NASDAQ: AXSM) CEO awarded 54,623 RSUs vesting by 2030

Rhea-AI Filing Summary

TABUTEAU HERRIOT reported acquisition or exercise transactions in this Form 4 filing.

Axsome Therapeutics, Inc. reported that Chief Executive Officer Herriot Tabuteau received a grant of 54,623 restricted stock units. Each RSU represents a contingent right to receive one share of Axsome common stock.

According to the award terms, 25% of the RSUs vest on the one-year anniversary of the grant date, with the remaining units vesting in three substantially equal annual installments so that all RSUs are fully vested on February 26, 2030. Vested shares will be delivered to Tabuteau upon the earlier of a qualifying change in control of Axsome, his separation of service (including certain terminations, death, or disability), or seven years from the grant date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider TABUTEAU HERRIOT

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	54,623	$0.00	--

Holdings After Transaction: Restricted Stock Units — 54,623 shares (Direct)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. 25% of the RSUs will vest on the one (1) year anniversary of the date of grant. The remaining RSUs will vest in three substantially equal annual installments, such that the RSUs will be fully vested on February 26, 2030. Vested shares will be delivered to the reporting person upon the earlier of (i) the closing of a Change in Control (as defined in the Issuer's 2025 Long-Term Incentive Plan ("2025 Plan")), (ii) the reporting person's separation of service from the Issuer (including termination with or without Cause (as defined in the 2025 Plan), or termination due to death or Total and Permanent Disability (as defined in the 2025 Plan)), or (iii) seven (7) years from the date of grant.

Form 4 Insider Transactions: What Each Field Means →

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

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^*

TABUTEAU HERRIOT

(Last) (First) (Middle)

C/O AXSOME THERAPEUTICS, INC.

ONE WORLD TRADE CENTER, 29TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axsome Therapeutics, Inc. [ AXSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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
Restricted Stock Units	(1)	02/26/2026		A		54,623		(2)	02/26/2036	Common Stock	54,623	$0	54,623	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. 25% of the RSUs will vest on the one (1) year anniversary of the date of grant. The remaining RSUs will vest in three substantially equal annual installments, such that the RSUs will be fully vested on February 26, 2030. Vested shares will be delivered to the reporting person upon the earlier of (i) the closing of a Change in Control (as defined in the Issuer's 2025 Long-Term Incentive Plan ("2025 Plan")), (ii) the reporting person's separation of service from the Issuer (including termination with or without Cause (as defined in the 2025 Plan), or termination due to death or Total and Permanent Disability (as defined in the 2025 Plan)), or (iii) seven (7) years from the date of grant.

	/s/ Herriot Tabuteau, M.D.	02/27/2026
	** 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 insider transaction did Axsome Therapeutics (AXSM) report on this Form 4?

Axsome Therapeutics reported a grant of 54,623 restricted stock units to its CEO, Herriot Tabuteau. These RSUs are a form of equity compensation that convert into common shares if vesting and delivery conditions are met over time.

How many RSUs did Axsome (AXSM) CEO Herriot Tabuteau receive?

Herriot Tabuteau received 54,623 restricted stock units. Each RSU represents a contingent right to one share of Axsome common stock, meaning up to 54,623 shares may be delivered if all vesting and delivery conditions are satisfied.

What are the vesting terms for the 54,623 RSUs granted by Axsome (AXSM)?

The RSUs vest over four years. Twenty-five percent vest on the one-year anniversary of grant, and the remaining RSUs vest in three substantially equal annual installments, resulting in full vesting on February 26, 2030, if service-based conditions continue to be met.

When will shares underlying the Axsome (AXSM) RSUs be delivered to the CEO?

Shares from the vested RSUs will be delivered upon the earlier of a qualifying change in control, Herriot Tabuteau’s separation of service, or seven years from the grant date. These conditions define when the CEO actually receives Axsome common stock.

Does this Axsome (AXSM) Form 4 show the CEO buying or selling stock on the market?

The Form 4 reports an equity award, not an open-market trade. It shows an acquisition of 54,623 restricted stock units as compensation, with no cash purchase or sale of Axsome common shares disclosed in this transaction.

What does each Axsome (AXSM) restricted stock unit in this grant represent?

Each restricted stock unit represents a contingent right to receive one share of Axsome common stock. The CEO only receives the actual shares if the RSUs vest and one of the specified delivery events occurs under the award terms.