Form 4: Axsome CEO Exercises Expiring Options, Sells Shares

Axsome Therapeutics CEO Herriot Tabuteau exercised expiring stock options and subsequently sold the acquired shares for a significant gain under a 10b5-1 plan.

Summary

• Herriot Tabuteau, CEO, Director, and 10% Owner of Axsome Therapeutics, Inc. (AXSM), reported a series of transactions involving the exercise of stock options and the subsequent sale of common stock.
• The transactions occurred on December 2, 3, and 4, 2025, and were executed pursuant to a pre-approved Rule 10b5-1 plan.
• The stock options were exercised because they were set to expire due to reaching their 10-year expiration date.
• On December 2, 2025, 49,252 shares were acquired at an exercise price of $8.02 per share and subsequently sold at a weighted average price of $144.59 per share.
• On December 3, 2025, 20,163 shares were acquired at an exercise price of $8.02 per share and subsequently sold at a weighted average price of $146.94 per share.
• On December 4, 2025, 10,558 shares were acquired at an exercise price of $8.02 per share and subsequently sold at a weighted average price of $148.18 per share.
• Following these transactions, Herriot Tabuteau directly owns 7,229 shares of common stock and indirectly owns 7,344,500 shares through an entity where he has voting and dispositive power.

Sentiment

Score: 5

Explanation: The transactions represent a routine, pre-scheduled exercise of expiring stock options and subsequent sale of shares by the CEO, executed under a 10b5-1 plan. This is a common event for executives to monetize long-held equity and does not inherently signal a change in company fundamentals or management's long-term view. The significant gain realized reflects the company's stock performance over the option's life.

Positives

• The CEO realized a significant gain from the exercise and sale of stock options, reflecting the company's stock price appreciation over the life of the options.
• The transactions were conducted under a pre-approved 10b5-1 plan, indicating a planned and transparent approach to insider trading.

Negatives

• The sale of shares by a key executive, even if pre-planned and due to option expiration, represents a reduction in direct insider ownership.

Risks

• No specific risks were mentioned in this Form 4 filing, as it primarily reports insider transactions.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing reports routine insider transactions and does not provide information directly related to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Herriot Tabuteau indirectly beneficially owns 7,344,500 shares held by an entity over which he has voting and dispositive power, indicating a related party relationship.

Stakeholder Impact

• Shareholders may view the CEO's monetization of options as a positive sign of past performance, but also as a reduction in direct insider holdings.
• The pre-planned nature of the transactions under a 10b5-1 plan provides transparency and reduces concerns about opportunistic selling.

Key Dates

Recommendation

The filing details a routine, pre-planned exercise of expiring stock options and subsequent sale of shares by the CEO. This is a common event for executives monetizing long-held equity and does not inherently signal a change in company fundamentals or management's long-term view. Investors should consider this a neutral event and base investment decisions on broader company performance and market conditions.

Keywords

Axsome Therapeutics, AXSM, Herriot Tabuteau, Insider Trading, Stock Options, Form 4, SEC Filing, CEO, Share Sale, 10b5-1 Plan