Sage Therapeutics, Inc.

Overview

• IndustryPharmaceutical Preparations²
• HeadquartersCambridge, United States²
• Incorporated inDE³
• Business address55 Cambridge Parkway, Cambridge, Ma 02142³
• Filer categoryLarge accelerated filer³
• Legal formCorporation²
• LEI5493000JX4BJS9W6CN35²
• StatusActive²
• LEI statusLapsed (not renewed)²
• Registered addressC/O The Corporation Trust Company, 19801 Wilmington, United States²
• Registered withDivision of Corporations, Department of State, 4812455²

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We are a biopharmaceutical company with a mission to pioneer solutions to deliver life-changing brain health medicines, so every person can thrive. Alongside our commercial product for the treatment of postpartum depression, or PPD, we are advancing a portfolio of internally discovered novel chemical entities with the potential to become differentiated treatments designed to improve brain health by primarily targeting two critical central nervous system, or CNS, receptor systems, GABA and NMDA. The GABA receptor family, which is recognized as the major inhibitory neurotransmitter in the CNS, mediates downstream neurologic and bodily function via activation of GABA A receptors. The NMDA-type receptors of the glutamate receptor system are a major excitatory receptor system in the CNS. Dysfunction in these systems is thought to be at the core of numerous neuropsychiatric and neurodevelopmen…⁵ From its latest annual report

Corporate structure

Sage Therapeutics, Inc. sits at the top of its group. 2 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Sage Therapeutics, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

Investments

Properties, in its own words

Our corporate headquarters are located in Cambridge, Massachusetts. We lease 30,567 square feet of office space in a multi-tenant building pursuant to a lease dated as of January 2024, that will expire on February 28, 2030.

We have entered into other non-material leases and may lease additional space prior to the expiration of our leases to meet the needs of the business.

Item 2 of the 10-K filed Feb 11, 2025.⁵

Leadership

Who has led Sage Therapeutics, Inc., and when. Pick a name to see everywhere that person has worked.

• Chief executive officerBarry E. Greene Jan 6, 2021 to now¹⁴
• Chief executive officerJeffrey M. Jonas Jan 27, 2015 to Apr 30, 2020¹⁵
• PresidentBarry E. Greene Jan 6, 2021 to now¹⁴
• PresidentJeffrey M. Jonas Jan 27, 2015 to Apr 30, 2020¹⁵
• Chief financial officerKimi Iguchi Jan 27, 2015 to now¹⁶
• Chief operating officerChristopher Benecchi Nov 14, 2024 to now¹⁷

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

• England and Wales⁴

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

1. Jul 31, 20258-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights⁴⁰
2. Jul 30, 20258-K Results of operations⁴¹
3. Jun 16, 20258-K Entered a material agreement; Regulation FD disclosure⁴²
4. Jun 13, 20258-K Executive or director change; Shareholder vote⁴³
5. Apr 29, 20258-K Results of operations⁴⁴
6. Mar 4, 20258-K Executive or director change; Other events⁴⁵
7. Feb 11, 20258-K Results of operations⁴⁶
8. Jan 27, 20258-K Other events⁴⁷
9. Jan 13, 20258-K Regulation FD disclosure; Other events⁴⁸
10. Nov 26, 20248-K Executive or director change⁴⁹
11. Nov 20, 20248-K Other events⁵⁰
12. Nov 1, 20248-K Executive or director change⁵¹
13. Jan 6, 2021New chief executive Barry E. Greene becomes CEO¹⁴
14. Jan 27, 2015New chief executive Jeffrey M. Jonas becomes CEO¹⁵
15. Apr 15, 2010Founded Sage Therapeutics, Inc. is founded²

Calendar

When it reported results

1. Jul 30, 2025Reported quarterly or annual results⁴¹
2. Apr 29, 2025Reported quarterly or annual results⁴⁴
3. Feb 11, 2025Reported quarterly or annual results⁴⁶
4. Oct 29, 2024Reported quarterly or annual results⁵²
5. Jul 31, 2024Reported quarterly or annual results⁵³
6. Apr 25, 2024Reported quarterly or annual results⁵⁴
7. Feb 14, 2024Reported quarterly or annual results⁵⁵
8. Nov 7, 2023Reported quarterly or annual results⁵⁶

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

297 filings to the SEC since October 2021: 4 annual reports, 12 quarterly reports, 52 major events, 130 insider forms, 39 large holders, 60 other. The latest 20:

1. Nov 14, 2025SCHEDULE 13G/A EDGAR
2. Aug 14, 2025SCHEDULE 13G/A EDGAR
3. Aug 11, 202515-12G EDGAR
4. Aug 1, 2025POSASR EDGAR
5. Aug 1, 2025POSASR EDGAR
6. Aug 1, 2025POSASR EDGAR
7. Aug 1, 2025POSASR EDGAR
8. Aug 1, 2025S-8 POS EDGAR
9. Aug 1, 2025S-8 POS EDGAR
10. Aug 1, 2025S-8 POS EDGAR
11. Aug 1, 2025S-8 POS EDGAR
12. Aug 1, 2025S-8 POS EDGAR
13. Aug 1, 2025S-8 POS EDGAR
14. Aug 1, 2025S-8 POS EDGAR
15. Aug 1, 2025S-8 POS EDGAR
16. Aug 1, 2025S-8 POS EDGAR
17. Aug 1, 2025S-8 POS EDGAR
18. Aug 1, 2025S-8 POS EDGAR
19. Aug 1, 2025S-8 POS EDGAR
20. Aug 1, 2025S-8 POS EDGAR

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

5 open-market trades by officers, directors and large owners since October 2021: 4 buys and 1 sales. Grants, option exercises and gifts are left out.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

• Madison Avenue Partners, LPSCHEDULE 13G/A, 3 filings Apr 1, 2025 to Nov 14, 2025⁵⁷
• VANGUARD GROUP INCSCHEDULE 13G/A, 9 filings Feb 10, 2022 to Jul 29, 2025⁵⁸
• FMR LLCSCHEDULE 13G/A, 8 filings Feb 9, 2022 to Mar 7, 2025⁵⁹
• Morgan StanleySCHEDULE 13G/A, 2 filings Feb 5, 2025 to Mar 6, 2025⁶⁰
• RTW INVESTMENTS, LPSCHEDULE 13G/A, 2 filings Feb 14, 2024 to Feb 14, 2025⁶¹
• BB BiotechSCHEDULE 13G/A, 6 filings Feb 11, 2022 to Jan 17, 2025⁶²
• BlackRockSC 13G/A, 2 filings Oct 21, 2024 to Nov 8, 2024⁶³
• State Street CorporationSC 13G/A, 2 filings Jan 24, 2024 to Oct 18, 2024⁶⁴
• Wellington Management CompanySC 13G/A, 5 filings Feb 4, 2022 to Jun 6, 2024⁶⁵

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

SEC filer profile

How Sage Therapeutics, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

• Name on EDGARSage Therapeutics, Inc.¹
• CIK0001597553
• Employer ID (EIN)27-4486580⁵
• Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company⁵
• Incorporated inDelaware⁵
• Fiscal year endsDecember 31¹
• Industry code (SIC)2834 Pharmaceutical Preparations¹
• SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance¹
• Business address55 Cambridge Parkway, Cambridge, MA 02142¹
• Phone617-299-8380¹
• Shares outstanding62,784,397 as of Jul 23, 2025¹²
• Public float$590.5M as of Jun 28, 2024⁵
• AuditorPricewaterhouseCoopers LLP, Boston, Massachusetts PCAOB ID 238; it also attests to the company’s internal control over financial reporting⁵
• On EDGAR sinceJan 21, 2014¹
• Filings818 in all: 4 (375), 8-K (139), SC 13G/A (56), 10-Q (34), 3 (26), SC 13G (16), S-8 (15), S-8 POS (15)¹
  All 49 form types

  DEFA14A (13), DEF 14A (12), 10-K (11), 424B5 (11), SCHEDULE 13G/A (10), CORRESP (8), UPLOAD (7), CT ORDER (6), POSASR (5), 5 (4), S-1/A (4), S-3ASR (4), SC TO-I/A (4), ARS (3), D (3), SC 14D9/A (3), SC TO-C (3), 424B4 (2), DRS/A (2), EFFECT (2), S-1 (2), SC TO-T/A (2), SCHEDULE 13D/A (2), SCHEDULE 13G (2), 10-K/A (1), 10-Q/A (1), 144 (1), 15-12G (1), 25-NSE (1), 8-A12B (1), CERTNAS (1), DRS (1), FWP (1), POS AM (1), PRE 14A (1), S-1MEF (1), SC 14D9 (1), SC TO-I (1), SC TO-T (1), SC14D9C (1), SCHEDULE 13D (1)

• Latest filingsAnnual report (10-K) Feb 11, 2025
  Quarterly report (10-Q) Jul 30, 2025
  Proxy statement (DEF 14A) Apr 24, 2025
  Latest 8-K (8-K) Jul 31, 2025

Securities registered for trading

From the cover page of the 10-K filed Feb 11, 2025 (Section 12(b) of the Exchange Act).⁵

Risk factors and legal proceedings

The risks Sage Therapeutics, Inc. names in Item 1A of its 10-K filed Feb 11, 2025: 46 risks under these headings, as written.⁵

• Risks Related to Product Development, Regulatory Approval and Commercialization
• Our future business prospects depend heavily on our ability, with our collaboration partner, Biogen MA Inc., and Biogen International GmbH, or together, Biogen, to successfully commercialize ZURZUVAE® (zuranolone) for the treatment of women with postpartum depression, or PPD, in the U.S. There is no assurance that our commercialization efforts in the U.S. with respect to ZURZUVAE for the treatment of women with PPD will be successful or that we will be able to generate revenues at the levels or on the timing we expect or at levels or on the timing necessary to support our goals.
• Our plans to explore strategic alternatives and our rejection of an unsolicited, non-binding acquisition proposal from Biogen to acquire all of our outstanding shares not owned by Biogen may have a material adverse effect on our business.
• Our future business prospects depend heavily on our ability, alone or through our collaborations, to successfully develop, gain regulatory approval of and commercialize our current and future product candidates. We cannot be certain that we will be able to initiate planned clinical trials, to complete ongoing clinical trials or to announce results of such trials with respect to any of our product candidates, on the timelines we expect or at all, or that the results of our clinical trials or other activities under our development programs will be positive. We cannot be certain that we or
• our collaborators will be able to advance such product candidates into additional trials or to successfully develop, obtain regulatory approval for, or successfully commercialize any such product candidates, if approved.
• We may never be able to generate meaningful revenues from sales of our current or future products at levels or on timing necessary to support our investment and goals, and we may ultimately decide to discontinue commercial availability of products that we are unable to successfully commercialize or as a result of market changes.
• Any product or product candidate that we develop may cause undesirable side effects that limit their commercial profile; delay or prevent further development or regulatory approval; cause regulatory authorities to require labeling statements, such as a boxed warning or a REMS; or result in other negative consequences.
• Obtaining regulatory approval to market any of our product candidates is a complex, lengthy, expensive and uncertain process, and regulatory authorities may delay, limit or deny approval of any of our product candidates for many reasons. Any setback or delay in obtaining regulatory approval for any of our product candidates or in our, or our collaborators’, ability to commence or continue marketing of our products, if approved, may have a material adverse effect on our business and prospects.
• We or our collaborators may not be able to obtain orphan drug exclusivity for any product candidates we, or they, may develop. Even if we do, that exclusivity may not prevent the FDA or the EMA from approving other competing products.
• The number of people with the diseases and disorders for which our products are indicated and for which our product candidates are targeted may be smaller than we expect or our other assumptions with respect to the potential markets for our products and product candidates may not be correct and the markets may be significantly smaller than we expect.
• Failures or delays by us or our collaborators in the commencement, enrollment or completion of our ongoing and planned clinical trials of our current and future product candidates could cause us not to meet our expected timelines or result in increased costs to us, and could delay, prevent or limit our ability to gain regulatory approval of any such product candidate and to generate revenue from resulting products, if any.
• We or our collaborators may never seek or receive regulatory approval to market any of our products or product candidates outside of the U.S. or receive pricing and reimbursement outside the U.S. at acceptable levels.

Legal proceedings

On August 28, 2024, named plaintiff Darren Korver filed a purported federal securities class action lawsuit in the Southern District of New York against us and individuals, Barry E. Greene and Kimi Iguchi, or the Securities Class Action. The complaint in the Securities Class Action alleges violations of U.S. securities laws under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks an as-yet unspecified amount of damages allegedly sustained by parties who purchased Sage stock between April 12, 2021 and July 23, 2024, as well as applicable attorneys’ fees and costs. We deny any allegations of wrongdoing and intend to vigorously defend against the Securities Class Action.

On October 16, 2024, we received a subpoena from the Enforcement Division of the U.S. Securities and Exchange Commission, or the SEC, requesting documents and information related to our new drug application for zuranolone for the treatment of MDD, including communications with the FDA and any communications containing material nonpublic information. We are cooperating with the SEC and intend to continue to provide information responsive to the SEC’s requests.

At this time, we are unable to predict the outcome of the Securities Class Action or the SEC investigation or reasonably estimate a range of possible losses.

The opening of Item 3, Legal Proceedings.⁵