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Axsome (NASDAQ: AXSM) CEO sells 49,670 shares after expiring option exercise

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Axsome Therapeutics, Inc. Chief Executive Officer Herriot Tabuteau exercised stock options that were nearing their 10-year expiration and sold the resulting 49,670 shares of common stock in open-market transactions at a weighted average price of $241.01 per share under a pre-approved Rule 10b5-1 plan. After these transactions, he holds 7,229 shares directly and 7,344,500 shares indirectly through an entity over which he has voting and dispositive power.

Positive

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Negative

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Insider TABUTEAU HERRIOT
Role Chief Executive Officer
Sold 49,670 shs ($11.97M)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 49,670 $0.00 --
Exercise Common Stock 49,670 $4.95 $246K
Sale Common Stock 49,670 $241.01 $11.97M
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 99,330 shares (Direct, null); Common Stock — 56,899 shares (Direct, null); Common Stock — 7,344,500 shares (Indirect, See Footnote)
Footnotes (1)
  1. Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date of such options. Such transaction was pursuant to a pre-approved 10b5-1 plan. Represents the subsequent sale of the underlying shares of the aforementioned exercise of stock options. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $236.11 and $244.13. Such shares are held by an entity, of which the reporting person has voting and dispositive power, and therefore, the reporting person is deemed to be the indirect beneficial owner of such shares.
Shares sold 49,670 shares Open-market sale of common stock on 2026-06-09
Weighted average sale price $241.01 per share Open-market sales with prices from $236.11 to $244.13
Direct holdings after transaction 7,229 shares Common stock held directly after 2026-06-09 transactions
Indirect holdings after transaction 7,344,500 shares Common stock held indirectly via an entity after 2026-06-09
Options exercised 49,670 options Stock options exercised into common shares due to 10-year expiration
pre-approved 10b5-1 plan financial
"Such transaction was pursuant to a pre-approved 10b5-1 plan."
stock options financial
"Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
indirect beneficial owner financial
"the reporting person is deemed to be the indirect beneficial owner of such shares"
weighted average sale price financial
"Represents the weighted average sale price of a series of open market transactions"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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 NEW YORK 10007
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Axsome Therapeutics, Inc. [ AXSM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/09/2026M(1)(2)49,670A$4.9556,899D
Common Stock06/09/2026S(2)(3)49,670D$241.01(4)7,229D
Common Stock7,344,500ISee Footnote(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$241.0106/09/2026M(1)(2)49,67003/15/201803/15/2027Common Stock49,670$0.0099,330D
Explanation of Responses:
1. Necessary exercise of stock options set to expire due to attainment of the 10-year expiration date of such options.
2. Such transaction was pursuant to a pre-approved 10b5-1 plan.
3. Represents the subsequent sale of the underlying shares of the aforementioned exercise of stock options.
4. Represents the weighted average sale price of a series of open market transactions with sale prices ranging between $236.11 and $244.13.
5. Such shares are held by an entity, of which the reporting person has voting and dispositive power, and therefore, the reporting person is deemed to be the indirect beneficial owner of such shares.
/s/ Nick Pizzie, Attorney-in-Fact06/09/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Axsome Therapeutics (AXSM) report for its CEO?

Axsome Therapeutics reported that CEO Herriot Tabuteau exercised stock options that were approaching their 10-year expiration and sold the 49,670 underlying common shares in open-market transactions. These sales were executed pursuant to a pre-approved Rule 10b5-1 trading plan, indicating a scheduled liquidity event.

How many Axsome (AXSM) shares did the CEO sell and at what price?

The CEO sold 49,670 shares of Axsome common stock. The filing states a weighted average sale price of $241.01 per share, based on multiple open-market trades with individual prices ranging between $236.11 and $244.13 during the transaction date.

Were the Axsome (AXSM) CEO’s stock sales made under a Rule 10b5-1 plan?

Yes. A footnote explains that the stock sales were executed under a pre-approved Rule 10b5-1 plan. Such plans allow insiders to schedule trades in advance, helping separate routine portfolio management from discretionary, market-timed decisions about buying or selling company shares.

How many Axsome (AXSM) shares does the CEO own after these transactions?

Following the reported transactions, the CEO holds 7,229 Axsome common shares directly. He is also deemed the indirect beneficial owner of 7,344,500 additional shares held by an entity over which he has voting and dispositive power, according to the filing’s ownership disclosure footnote.

What type of Axsome (AXSM) security did the CEO exercise in this Form 4?

The CEO exercised stock options described as a “Stock Option (Right to Buy)” that entitled him to acquire 49,670 shares of Axsome common stock. A footnote states the exercise was necessary because the options were approaching their 10-year expiration date, prompting the conversion into shares.

What does the weighted average price in the Axsome (AXSM) CEO’s sale mean?

The weighted average sale price of $241.01 per share reflects a series of individual open-market trades. A footnote states that actual sale prices ranged from $236.11 to $244.13, with the average computed based on volumes and prices across those multiple transactions on the trade date.