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Axsome Therapeutics Inc.

01/02/2026 | Press release | Distributed by Public on 01/02/2026 18:02

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Saad Mark E
2. Issuer Name and Ticker or Trading Symbol
Axsome Therapeutics, Inc. [AXSM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AXSOME THERAPEUTICS, INC., ONE WORLD TRADE CENTER, 29TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
(Street)
NEW YORK, NY 10007
4. If Amendment, Date 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
(City) (State) (Zip)
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 12/31/2025 M(1)(2) 6,231 A $8.02 16,233 D
Common Stock 12/31/2025 S(2)(3) 6,231 D $165.18(4) 10,002 D
Common Stock 12/31/2025 M(1)(2) 31,346 A $4.95 41,348 D
Common Stock 12/31/2025 S(2)(3) 31,346 D $165.18(4) 10,002 D
Common Stock 300(5) I See explanation 5 below.
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $8.02 12/31/2025 M(1)(2) 6,231 05/27/2017 05/27/2026 Common Stock 6,231 $ 0 0 D
Stock Option (Right to Buy) $4.95 12/31/2025 M(1)(2) 31,346 03/15/2018 03/15/2027 Common Stock 31,346 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Saad Mark E
C/O AXSOME THERAPEUTICS, INC.
ONE WORLD TRADE CENTER, 29TH FLOOR
NEW YORK, NY 10007
X

Signatures

/s/ Nick Pizzie, Attorney-in-Fact 01/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents an exercise of stock options prior to 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 $165.00 and $166.09.
(5) Represents additional shares held indirectly by the Reporting Person prior to December 31, 2025 which includes shares indirectly beneficially owned by Mr. Saad as custodian for his children's UTMA accounts.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Axsome Therapeutics Inc. published this content on January 02, 2026, and is solely responsible for the information contained herein. Distributed via Edgar on January 03, 2026 at 00:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]