[Form 4] Sage Therapeutics, Inc Insider Trading Activity

Rhea-AI Filing Summary

On 31 July 2025 Chief Scientific Officer & Interim Head of R&D Michael C. Quirk filed a Form 4 reporting the disposition of his entire Sage Therapeutics (SAGE) equity at the closing of the company’s merger with Supernus Pharmaceuticals. All 24,999 common shares were cancelled and converted into the right to receive $8.50 cash per share plus one contingent value right (CVR) worth up to $3.50 per share. In addition, 7,962 previously unvested RSUs became fully vested and were cashed out on the same terms.

Quirk’s 40,000 in-the-money stock options (36,000 @ $6.97 and 4,000 @ $7.86) were also cancelled; holders receive cash equal to the spread between the $8.50 cash price and each option’s exercise price, plus the corresponding CVRs. Any options with exercise prices at or above $8.50 were extinguished without payment.

The filing confirms that the merger became effective on 31 July 2025, after the earlier June 2025 tender offer, and that SAGE shares have ceased trading. The document primarily details insider award treatment and does not introduce new operational or earnings information.

Positive

• Merger consummation on 31 Jul 2025 removes closing risk and secures $8.50 cash payout for shareholders.
• Additional upside via CVR of up to $3.50 per share offers contingent value if milestones are met.

Negative

• Underwater options with strike ≥ $8.50 are cancelled with no compensation, eliminating potential upside for those grants.
• Public trading ends; investors seeking ongoing exposure must rely solely on CVR, which is uncertain and non-transferable for many holders.

Insights

Financial Analyst

TL;DR: Filing confirms cash-out terms; no new fundamentals, modest positive for deal certainty.

This Form 4 is procedural. It locks in the $8.50 cash consideration and CVR structure already disclosed, confirming the transaction’s legal close and elimination of SAGE’s public float. Shareholders gain immediate liquidity and a potential earn-out; however, upside now hinges solely on milestone payments governed by the CVR. Because the economics and timing were pre-announced, market impact is limited and mostly relevant to event-driven holders awaiting final confirmation.

M&A Specialist

TL;DR: Insider equity conversion underscores clean closing; option spread shows limited incremental value.

The equity award treatment follows standard public-company take-out mechanics—cash for in-the-money options, zero for underwater grants. The clean conversion signals that no post-closing adjustments or escrow holdbacks affect common shareholders. The CVR keeps value-creation incentives aligned but postpones realization. From an arbitrage standpoint, the risk arb spread collapses to zero; only CVR probability remains. Overall impact is neutral to slightly positive given deal certainty.

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
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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^*

Quirk Michael C.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

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		D(1)(2)		24,999	D	(1)(2)	0	D
Common Stock	07/31/2025		D		7,962(3)	D	(4)	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)	$6.97	07/31/2025		D			36,000	(5)	01/16/2035	Common Stock	36,000	(5)	0	D
Stock Option (Right to Buy)	$7.86	07/31/2025		D			4,000	(5)	04/01/2035	Common Stock	4,000	(5)	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. Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU (a "Company RSU").

4. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was deemed fully vested and cancelled and converted into the right to receive (i) a cash payment equal to the product of the Closing Amount multiplied by the number of Shares subject to such Company RSU, without interest and subject to the withholding of applicable taxes, plus (ii) one CVR for each Share subject to such Company RSU immediately prior to the Effective Time.

5. 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.

Remarks:

Chief Scientific Officer and Interim Head of R&D

	/s/ Brandon Marsh, attorney in fact for Michael C. Quirk	07/31/2025
	** 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).
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FAQ

When did the Sage Therapeutics (SAGE) merger close?

The merger became effective on July 31, 2025.

What cash amount do SAGE shareholders receive per share?

Shareholders receive $8.50 in cash for each common share.

What is the value of the contingent value right (CVR)?

Each CVR entitles holders to receive up to $3.50 per share in cash if specified milestones are achieved.

How many shares did insider Michael C. Quirk dispose of?

He disposed of 24,999 common shares plus 7,962 RSUs that vested at closing.

What happens to SAGE stock now that the merger is complete?

SAGE shares have been cancelled and will no longer trade on public exchanges; value comes only from the cash payout and future CVR payments.