Sage Therapeutic SEC Filings

Sage Therapeutics, Inc. (SAGE) has filed a Post-Effective Amendment to four prior Form S-3 shelf registration statements (File Nos. 333-282162, 333-261708, 333-228879 and 333-208870).

The amendment deregisters every security that remains unissued or unsold under these shelves, including up to $400 million of common stock previously available through an at-the-market program. The filing is purely administrative and stems from the 31 July 2025 merger in which Supernus Pharmaceuticals acquired Sage, leaving Sage as a wholly owned subsidiary. Because Sage will no longer conduct independent capital-raising activities, the undertakings in Rule 415 require the company to withdraw any unused securities.

No new financial statements, earnings data or capital plans are provided. The amendment simply confirms that the shelves are closed and that potential dilution from these unused securities has been eliminated.

Form 4 filed 08/01/2025 details insider activity at CCC Intelligent Solutions Holdings (CCCS). Executive Vice President & Chief Product and Technology Officer John P. Goodson vested previously granted restricted stock units (RSUs) on 07/30/2025.

• 21,875 common shares acquired at $0 (Code M) through automatic RSU conversion.
• 9,560 shares sold at $9.78 (Code F) to cover tax-withholding obligations.

Net result: +12,315 shares, lifting Goodson’s direct ownership to 200,009 shares. All shares from the 07/30/2021 four-year RSU grant are now settled; no derivative securities remain.

The transactions are routine, reflect no open-market purchase or discretionary sale, and modestly increase insider equity exposure, offering a neutral-to-slightly-positive alignment signal for shareholders.

Form 4 filed 08/01/2025 details insider activity at CCC Intelligent Solutions Holdings (CCCS). Executive Vice President & Chief Product and Technology Officer John P. Goodson vested previously granted restricted stock units (RSUs) on 07/30/2025.

• 21,875 common shares acquired at $0 (Code M) through automatic RSU conversion.
• 9,560 shares sold at $9.78 (Code F) to cover tax-withholding obligations.

Net result: +12,315 shares, lifting Goodson’s direct ownership to 200,009 shares. All shares from the 07/30/2021 four-year RSU grant are now settled; no derivative securities remain.

The transactions are routine, reflect no open-market purchase or discretionary sale, and modestly increase insider equity exposure, offering a neutral-to-slightly-positive alignment signal for shareholders.

Key takeaways: On 31 Jul 2025 Sage Therapeutics, Inc. (“Sage”) completed its merger with Supernus Pharmaceuticals, Inc., becoming a wholly owned subsidiary. Consequently, Sage filed this Post-Effective Amendment to 15 previously effective Form S-8 registration statements covering equity incentive and employee stock purchase plans dating back to 2014. The amendment deregisters all unissued shares—about 39 million in aggregate— that had been reserved for future awards but were never granted or sold.

The filing states that, following the merger, Sage “has terminated all offerings of Sage’s securities.” In line with undertakings contained in the original S-8 filings, the company is removing any unsold securities from registration and ceasing further obligations under the Securities Act for those plans. No financial statements, earnings data or new share issuances are included; the document is administrative and executed under Rule 478, requiring only the signature of President & Treasurer Jack A. Khattar.

Investor impact: The amendment formally confirms deal close and eliminates potential future Sage-level equity dilution. All future equity-related activity will now occur at the Supernus parent-company level.

Key takeaways: On 31 Jul 2025 Sage Therapeutics, Inc. (“Sage”) completed its merger with Supernus Pharmaceuticals, Inc., becoming a wholly owned subsidiary. Consequently, Sage filed this Post-Effective Amendment to 15 previously effective Form S-8 registration statements covering equity incentive and employee stock purchase plans dating back to 2014. The amendment deregisters all unissued shares—about 39 million in aggregate— that had been reserved for future awards but were never granted or sold.

The filing states that, following the merger, Sage “has terminated all offerings of Sage’s securities.” In line with undertakings contained in the original S-8 filings, the company is removing any unsold securities from registration and ceasing further obligations under the Securities Act for those plans. No financial statements, earnings data or new share issuances are included; the document is administrative and executed under Rule 478, requiring only the signature of President & Treasurer Jack A. Khattar.

Investor impact: The amendment formally confirms deal close and eliminates potential future Sage-level equity dilution. All future equity-related activity will now occur at the Supernus parent-company level.

Key takeaways: On 31 Jul 2025 Sage Therapeutics, Inc. (“Sage”) completed its merger with Supernus Pharmaceuticals, Inc., becoming a wholly owned subsidiary. Consequently, Sage filed this Post-Effective Amendment to 15 previously effective Form S-8 registration statements covering equity incentive and employee stock purchase plans dating back to 2014. The amendment deregisters all unissued shares—about 39 million in aggregate— that had been reserved for future awards but were never granted or sold.

The filing states that, following the merger, Sage “has terminated all offerings of Sage’s securities.” In line with undertakings contained in the original S-8 filings, the company is removing any unsold securities from registration and ceasing further obligations under the Securities Act for those plans. No financial statements, earnings data or new share issuances are included; the document is administrative and executed under Rule 478, requiring only the signature of President & Treasurer Jack A. Khattar.

Investor impact: The amendment formally confirms deal close and eliminates potential future Sage-level equity dilution. All future equity-related activity will now occur at the Supernus parent-company level.

Sage Therapeutics, Inc. (SAGE) filed a Post-Effective Amendment to 15 outstanding Form S-8 registration statements.

The action follows the 31 July 2025 merger in which Supernus Pharmaceuticals acquired Sage through subsidiary Saphire, with Sage continuing as a wholly-owned subsidiary. Because all Sage equity offerings have ended, the company is deregistering every share that was registered but remains unissued or unsold. Affected registrations cover multiple plans, including 16.5 million shares under the 2024 Equity Incentive Plan as well as shares registered under the 2011 Stock Option & Grant Plan, 2014 Stock Option & Incentive Plan, 2014 ESPP and 2016 Inducement Equity Plan.

This filing is an administrative requirement under the Securities Act and carries no economic change to former Sage shareholders, whose consideration was fixed at merger close. It formally terminates Sage’s standalone equity plans, eliminates residual dilution risk, and contains no new financial results, guidance or liabilities.

Sage Therapeutics, Inc. (SAGE) filed a Post-Effective Amendment to 15 outstanding Form S-8 registration statements.

The action follows the 31 July 2025 merger in which Supernus Pharmaceuticals acquired Sage through subsidiary Saphire, with Sage continuing as a wholly-owned subsidiary. Because all Sage equity offerings have ended, the company is deregistering every share that was registered but remains unissued or unsold. Affected registrations cover multiple plans, including 16.5 million shares under the 2024 Equity Incentive Plan as well as shares registered under the 2011 Stock Option & Grant Plan, 2014 Stock Option & Incentive Plan, 2014 ESPP and 2016 Inducement Equity Plan.

This filing is an administrative requirement under the Securities Act and carries no economic change to former Sage shareholders, whose consideration was fixed at merger close. It formally terminates Sage’s standalone equity plans, eliminates residual dilution risk, and contains no new financial results, guidance or liabilities.

Sage Therapeutics, Inc. (SAGE) filed a Post-Effective Amendment to 15 outstanding Form S-8 registration statements.

The action follows the 31 July 2025 merger in which Supernus Pharmaceuticals acquired Sage through subsidiary Saphire, with Sage continuing as a wholly-owned subsidiary. Because all Sage equity offerings have ended, the company is deregistering every share that was registered but remains unissued or unsold. Affected registrations cover multiple plans, including 16.5 million shares under the 2024 Equity Incentive Plan as well as shares registered under the 2011 Stock Option & Grant Plan, 2014 Stock Option & Incentive Plan, 2014 ESPP and 2016 Inducement Equity Plan.

This filing is an administrative requirement under the Securities Act and carries no economic change to former Sage shareholders, whose consideration was fixed at merger close. It formally terminates Sage’s standalone equity plans, eliminates residual dilution risk, and contains no new financial results, guidance or liabilities.