Form 4: Axsome CEO Exercises, Sells Shares Under 10b5-1 Plan

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

Summary

• Herriot Tabuteau, CEO, Director, and 10% Owner of Axsome Therapeutics, Inc. (AXSM), engaged in a series of stock option exercises and subsequent share sales.
• These transactions occurred on November 3, 4, and 5, 2025, and were executed under a pre-approved Rule 10b5-1 trading plan.
• The stock options were exercised at a price of $8.02 per share.
• The shares acquired from the option exercises were immediately sold at weighted average prices ranging from $132.34 to $134.49 per share.
• The exercises were necessary due to the options reaching their 10-year expiration date.
• A total of 163,939 shares were acquired through option exercise and subsequently sold.
• Following these transactions, Mr. Tabuteau directly owns 7,229 shares and indirectly owns 7,344,500 shares through an entity where he has voting and dispositive power.
• Remaining derivative securities (stock options) beneficially owned decreased to 251,797.

Sentiment

Score: 6

Explanation: The CEO realized significant personal gains from exercising expiring stock options at a low strike price and selling them at a much higher market price. While it's insider selling, it was pre-planned and driven by option expiration, which is a routine event. The substantial profit reflects positively on the company's stock performance over the option's life.

Positives

• The CEO realized substantial personal gains by exercising options at $8.02 and selling shares at prices over $132, indicating a significant increase in the company's stock value since the options were granted.
• The transactions were conducted under a pre-approved 10b5-1 plan, which helps mitigate concerns about opportunistic insider trading.
• The exercise was due to options nearing their 10-year expiration, a routine event for long-held options.

Negatives

• The sale of a significant number of shares by a key insider (CEO, Director, 10% Owner) could be perceived negatively by some investors, even if pre-planned.
• A reduction in direct beneficial ownership by the CEO.

Risks

• Potential negative market perception or investor sentiment due to insider selling, despite the pre-planned nature and reason for exercise.

Future Outlook

NA

Management Comments

• 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.

Industry Context

This filing is a standard insider transaction disclosure and does not provide information directly related to broader industry trends or competitors. It reflects an individual executive's equity management.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: May view the CEO's sale of shares, even if pre-planned, with mixed sentiment. Some may see it as a routine exercise of compensation, while others might interpret it as a reduction in direct exposure, despite the 10b5-1 plan and expiration reason.

Next Steps

• NA

Key Dates

Keywords

Axsome Therapeutics, AXSM, Herriot Tabuteau, CEO, Director, 10% Owner, Form 4, insider trading, stock options, 10b5-1 plan, beneficial ownership, equity sales, executive compensation