UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~April~~June 2911, 2025

Sage Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-36544	27-4486580
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

55 Cambridge Parkway

Cambridge, MA

02142

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (617) 299-8380

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Tradingsymbol~~Trading symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.0001 per share		SAGE		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On April 29, 2025,~~ Sage Therapeutics, Inc. ~~announced~~(the “Company”) held its ~~financial~~Annual ~~results~~Meeting ~~for~~of Stockholders (the ~~quarter~~“Annual ~~ended~~Meeting”) ~~March~~on June 3111, 2025. AAt ~~copy~~the ofAnnual Meeting, the ~~press~~Company’s ~~release~~stockholders isapproved ~~being~~an ~~furnished~~amendment asto ~~Exhibit~~the ~~99.1~~Company’s 2014 Employee Stock Purchase Plan, as amended to ~~this~~date ~~Current~~(the ~~Report~~“2014 onESPP” ~~Form~~and, ~~8-K~~as further amended as described below, the “Amended 2014 ESPP”), which amendment had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval.

~~The~~A ~~information~~description inof ~~this~~the ~~Current~~material ~~Report~~terms onand ~~Form~~conditions ~~8-K~~of ~~and~~the ~~Exhibit~~Amended ~~99.1~~2014 ~~attached~~ESPP ~~hereto~~ is ~~intended~~set toforth beunder ~~furnished~~the ~~and~~heading ~~shall~~“Proposal ~~not~~4: beAmendment ~~deemed~~to ~~“filed~~the 2014 Employee Stock Purchase Plan” in the Company’s Definitive Proxy Statement for ~~purposes~~the of2025 ~~Section 18~~Annual ofMeeting, filed with the U.S. Securities and Exchange ~~Act~~Commission ofon ~~1934~~April 24, as2025 ~~amended~~ (the “~~Exchange~~Definitive ~~Act~~Proxy Statement”), orand ~~otherwise~~is ~~subject~~incorporated toherein ~~the~~by ~~liabilities~~reference. This description of ~~that~~the ~~section,~~Amended ~~nor~~2014 ~~shall~~ESPP itis bequalified ~~deemed~~in ~~incorporated~~its entirety by reference into ~~any~~the ~~filing~~complete ~~under~~text of the ~~Securities~~Amended ~~Act~~2014 ~~of 1933~~ESPP, asa ~~amended,~~copy orof ~~the~~which ~~Exchange~~is ~~Act,~~attached ~~except~~hereto as ~~expressly~~Exhibit ~~set~~99.1 ~~forth~~and byis ~~specific~~incorporated ~~reference~~herein inby ~~such filing~~reference.

Item 95.0107. ~~Financial~~Submission ~~Statements~~of ~~and~~Matters ~~Exhibits~~to a Vote of Security Holders.

As of April 16, 2025, the record date for the Annual Meeting, there were 62,620,694 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters at the Annual Meeting, which are described in detail in the Definitive Proxy Statement: (di) to ~~Exhibits~~elect two directors, James M. Frates and George Golumbeski, Ph.D., as Class II directors of the Company to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2028 and until his successor has been duly elected and qualified, subject to his earlier death, resignation or removal; (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) to hold a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers; and (iv) to approve an amendment to the 2014 ESPP to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 500,000 shares.

Exhibit No.		Description
99.1		Press release issued by Sage Therapeutics, Inc. on April 29, 2025, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

At the Annual Meeting, the Company’s shareholders voted on the following proposals:

1.	The following nominees were elected to the Company’s Board as Class II directors for terms expiring at the 2028 annual meeting of stockholders.


Class II Director Nominee	For		Withheld		Broker Non- Votes
James M. Frates		35,830,348		11,423,692		3,926,582
George Golumbeski, Ph.D.		26,051,703		21,202,337		3,926,582

2.	The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025, was ratified.


For	Against	Abstain
50,479,676	684,081	16,865

3.	A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.


For	Against	Abstain	Broker Non-Votes
35,986,261	10,918,957	348,822	3,926,582

4.	The amendment to the 2014 ESPP to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 500,000 shares was approved.


For	Against	Abstain	Broker Non-Votes
40,977,751	6,266,890	9,399	3,926,582

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Sage Therapeutics, Inc. 2014 Employee Stock Purchase Plan, as amended, incorporated herein by reference to Appendix A to the Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 24, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2025

SAGE THERAPEUTICS, INC.

Date: June 13, 2025

SAGE THERAPEUTICS, INC.

/s/ Gregory Shiferman

Gregory Shiferman

Senior Vice President, General Counsel

Filing Compare · Sage Therapeutics, Inc.