Axsome Therapeutics, Inc. 8-K

What Happened
Axsome Therapeutics, Inc. announced that its Compensation Committee approved an Executive Severance and Change in Control Plan, effective June 5, 2026. The plan covers certain key employees, including the company’s named executive officers, and designates participants into Tier 1 (includes the CEO), Tier 2 (other Section 16 officers) and Tier 3 (vice presidents and above). The Severance Plan supersedes prior severance arrangements as of its effective date and is filed as Exhibit 10.1 to the Form 8-K.

Key Details

• Outside a Change in Control period, severance on an Involuntary Termination: Tier 1 = 18 months’ base salary; Tier 2 = 12 months; Tier 3 = 6 months — paid in substantially equal installments plus employer COBRA premiums for the same periods.
• During a Change in Control period (3 months before to 12 months after a change in control), enhanced benefits include lump-sum cash equal to: salary × Severance Months (Tier 1 = 24, Tier 2 = 18, Tier 3 = 9) plus pro‑rated Target Annual Incentive; full acceleration of time‑based equity vesting; performance awards vest assuming 100% of target; and a lump-sum COBRA payment for the applicable months.
• The plan supersedes prior severance terms (including in-force employment agreements) except as specifically preserved in the new plan or future agreements.

Why It Matters
For investors, the plan clarifies executive severance obligations and could increase potential cash and equity-related costs in the event of terminations or a change in control (through lump-sum payments and accelerated equity vesting). It also formalizes retention and change‑of‑control protections for senior management, which can affect executive decision-making and potential transaction dynamics. The filing does not report any current termination payments — it documents the Company’s framework for future qualifying events.