UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sage Therapeutics, Inc. (Exact name of registrant as specified in its Charter) Delaware 27-4486580 (State or other juris ...

Exhibit 99.1 Sage Therapeutics Announces Second Quarter 2025 Financial Results Achieved $23.2 million in ZURZUVAE® (zuranolone) collaboration revenue in the second quarter of 2025 (50% of the net revenues recorded by Biogen), representing a 68% increase from the first quarter Previously announced acquisition by Supernus Pharmaceuticals expected to close in third quarter of 2025 Cash, cash equivalents, and marketable securities of $366 million as of June 30, 2025 CAMBRIDGE, Mass. – July 30, 2025 – Sage Thera ...

Core Viewpoint - Supernus Pharmaceuticals has announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition of Sage Therapeutics, indicating progress towards completing the merger [1][3]. Acquisition Details - Supernus and Sage entered into a Merger Agreement on June 13, 2025, with the necessary premerger notifications filed with regulatory authorities shortly thereafter [2]. - The Offer to Purchase for Sage's outstanding shares is set at $8.50 per share in cash, plus a contingent value right (CVR) that could yield up to an additional $3.50 per share based on specific milestones [4]. Contingent Value Rights (CVR) - The CVR includes milestone payments contingent on the commercial success of the product ZURZUVAE, with payments structured as follows: - $0.50 per CVR upon the first commercial sale in Japan after regulatory approval by June 30, 2026 [5]. - $1.00 per CVR if net sales of ZURZUVAE reach $250 million in the U.S. by December 31, 2027 [6]. - $1.00 per CVR if net sales reach $300 million in the U.S. by December 31, 2028 [7]. - $1.00 per CVR if net sales reach $375 million in the U.S. by December 31, 2030 [8]. - The total maximum payout for each CVR is capped at $3.50, with no guarantee that any payments will be made [9][10]. Merger Completion - Upon completion of the Offer, Supernus plans to merge its wholly owned subsidiary with Sage, resulting in Sage becoming a wholly owned subsidiary of Supernus [11]. - Shares not purchased in the Offer will be converted into the right to receive the Offer Price, and Sage's shares will be delisted from NASDAQ [11]. Advisory Information - Moelis & Company LLC is the exclusive financial advisor for Supernus, while Goldman Sachs & Co. LLC serves as the exclusive financial advisor for Sage [12].

Core Viewpoint - The article discusses the investigation by Monteverde & Associates PC into the proposed sale of Sage Therapeutics, Inc. to Supernus Pharmaceuticals, Inc., focusing on the financial implications for current shareholders and the contingent value rights associated with the transaction [1]. Company Overview - Sage Therapeutics, Inc. is involved in a proposed sale to Supernus Pharmaceuticals, Inc. Current shareholders are set to receive $8.50 per share in cash, along with a non-tradable contingent value right worth up to $3.50 per share [1]. Financial Details - The contingent value right includes three potential cash payments: - $0.50 upon the first commercial sale of the drug Zurzuvae in Japan by June 30, 2026 - $1.00 when net sales of Zurzuvae reach or exceed $300 million in the U.S. by December 31, 2028 - $1.00 when net sales of Zurzuvae reach or exceed $375 million in the U.S. by December 31, 2030 [1]. Legal Context - Monteverde & Associates PC is recognized as a top firm in securities class action services and has a successful track record in recovering money for shareholders [1].

Core Viewpoint - Sage Therapeutics, Inc. (SAGE) has been upgraded to a Zacks Rank 2 (Buy), indicating a positive outlook based on upward revisions in earnings estimates, which significantly influence stock prices [1][3]. Earnings Estimates and Stock Price Impact - The Zacks rating system emphasizes the importance of earnings estimate revisions, which have shown a strong correlation with near-term stock price movements [4][6]. - Institutional investors utilize earnings estimates to determine the fair value of stocks, leading to buying or selling actions that affect stock prices [4]. Company Performance and Outlook - The recent upgrade for Sage Therapeutics reflects an improvement in the company's underlying business, suggesting that investors may respond positively by driving the stock price higher [5]. - Analysts have raised their earnings estimates for Sage Therapeutics, with the Zacks Consensus Estimate increasing by 1.4% over the past three months [8]. Zacks Rank System - The Zacks Rank system categorizes stocks based on earnings estimates, with only the top 20% of stocks receiving a "Strong Buy" or "Buy" rating, indicating superior earnings estimate revisions [9][10]. - Sage Therapeutics' upgrade to Zacks Rank 2 places it within this top 20%, suggesting potential for market-beating returns in the near term [10].

Core Insights - Supernus Pharmaceuticals (SUPN) has agreed to acquire Sage Therapeutics (SAGE) for $8.50 per share in cash, totaling approximately $561 million, with potential additional value through a contingent value right (CVR) of up to $3.50 per share, bringing the total potential value to $12 per share or around $795 million [1][7] Acquisition Details - The acquisition is expected to close in the third quarter of 2025, pending customary closing conditions [2] - Following the announcement, SAGE's shares increased by 35.4%, with the offer price representing a nearly 32% premium over SAGE's closing price of $9.07 on June 16 [2] - Year-to-date, SAGE shares have risen by 23.4%, contrasting with a 0.8% decline in the industry [4] Strategic Implications - The acquisition will provide SUPN with rights to SAGE's new depression drug, Zurzuvae (zuranolone), which is the first oral treatment approved for adults with postpartum depression (PPD) [5] - Zurzuvae was approved in August 2023 and launched commercially in December 2023 [5] - SAGE and Biogen (BIIB) share profits and losses from Zurzuvae's commercialization in the U.S., while Biogen records product sales in ex-U.S. markets and pays royalties to SAGE [6] Financial Projections - SAGE's collaboration revenues from Zurzuvae were $13.8 million in Q1 2025 and $36.1 million in 2024, with initial uptake exceeding expectations [8] - SUPN anticipates the acquisition to be accretive in 2026 and to enhance its neuroscience-focused portfolio [7][9] Competitive Landscape - Sage Therapeutics previously rejected a takeover offer from Biogen in January 2025, which was deemed to undervalue the company [10] - Biogen had offered $7.22 per share, representing a 30% premium over SAGE's closing price of $5.55 on January 10, 2025 [11] - It can be inferred that Supernus has outbid Biogen to acquire Sage Therapeutics [11]

Group 1 - Sage Therapeutics, Inc. shares increased by 35.4% to $9.07, following a significant trading volume, contrasting with a 2.8% loss over the past four weeks [1] - Supernus Pharmaceuticals has agreed to acquire Sage Therapeutics for $8.50 per share in cash, totaling approximately $561 million, with potential additional value bringing the total to $12 per share, or about $795 million [2] - The acquisition is expected to close in Q3 2025, subject to customary conditions, with Sage projected to report a quarterly loss of $0.96 per share, a year-over-year increase of 43.5%, and revenues expected to reach $17.34 million, up 100.5% from the previous year [3] Group 2 - The consensus EPS estimate for Sage Therapeutics has been revised slightly lower over the last 30 days, indicating a negative trend in earnings estimate revisions, which typically does not lead to price appreciation [5] - Sage Therapeutics holds a Zacks Rank of 3 (Hold), indicating a neutral outlook, while another company in the same industry, Compugen, has also maintained a Zacks Rank of 3 [6][7]

Summary of the Conference Call on Sage Therapeutics Acquisition Company and Industry - **Company**: Supernus Pharmaceuticals - **Acquisition Target**: Sage Therapeutics - **Industry**: Pharmaceuticals, specifically focusing on psychiatry and women's health Key Points and Arguments Acquisition Details - Supernus announced the acquisition of Sage Therapeutics for an offer price of **$8.5 per share in cash**, plus up to **$3.5 per share** based on specific milestones, totaling a potential value of **approximately $795 million** or **$12 per share** [5][7] - The transaction is expected to close in the **third quarter of 2025** [8] Financial Impact - The acquisition is projected to provide **immediate diversification of revenue** and accelerate top-line growth for Supernus [7] - Expected to be significantly accretive to adjusted operating income and earnings per share in **2026** [8][10] - Potential synergies from the transaction are estimated at up to **$200 million** annually [8][10] Strategic Rationale - The acquisition strengthens Supernus' psychiatry portfolio, adding **XERZUVEY**, an innovative product for postpartum depression (PPD) [9][10] - XERZUVEY is positioned as a new growth catalyst, expanding Supernus' reach into new channels, particularly targeting **OBGYNs** [9][10] - The transaction diversifies and increases Supernus' revenue base and cash flow, providing a long-term growth driver [10] Product Overview - **XERZUVEY** is the first and only oral treatment specifically indicated for PPD, showing rapid and sustained improvement in depressive symptoms [12][13] - Approximately **500,000 women** experience symptoms of PPD annually, with only **40% diagnosed** and **60% treated** [15] - The product has achieved **123% year-over-year growth** from Q1 2024 to Q1 2025, indicating strong initial launch momentum [17][20] Market Potential - The product is expected to become the **standard of care** for PPD, addressing a significant unmet need in the market [54][56] - Supernus plans to enhance awareness and treatment rates for PPD, leveraging its partnership with Biogen [16][20] Commercial Strategy - Supernus aims to capitalize on the existing commercial infrastructure of Sage and Biogen to sustain launch momentum and expand prescriber reach [9][20] - The company will focus on building referral networks between OBGYNs and psychiatrists to increase utilization of XERZUVEY [46][49] Relationship with Biogen - Supernus expects to maintain a strong collaboration with Biogen, which has been instrumental in the successful launch of XERZUVEY [42][43] - The partnership will continue to focus on expanding the product's market presence and addressing the needs of women suffering from PPD [42][50] Other Important Content - The acquisition is seen as a significant step for Supernus in accelerating mid- to long-term growth in revenues and cash flow [61] - The company emphasizes its commitment to both CNS and women's health markets, indicating a strategic expansion without abandoning its core focus [50][51] This summary encapsulates the key points discussed during the conference call regarding the acquisition of Sage Therapeutics by Supernus Pharmaceuticals, highlighting the strategic, financial, and market implications of the transaction.

Core Viewpoint - Sage Therapeutics, Inc. has experienced an 11.1% decline in share price over the past month, underperforming the S&P 500, raising questions about its future performance leading up to the next earnings release [1]. Group 1: Earnings Report and Market Reaction - The most recent earnings report is crucial for understanding the key drivers affecting Sage Therapeutics [1]. - Fresh estimates for the company have trended upward over the past month, indicating a potential positive shift in investor sentiment [2]. Group 2: VGM Scores and Investment Strategy - Sage Therapeutics has a Growth Score of B, but it is lagging in Momentum Score with a D, and also received a D for Value, placing it in the bottom 40% for this investment strategy [3]. - The overall aggregate VGM Score for the stock is C, which is relevant for investors not focused on a single strategy [3]. Group 3: Future Outlook - Estimates for Sage Therapeutics have been broadly trending upward, although the magnitude of revisions suggests a downward shift [4]. - The company holds a Zacks Rank of 3 (Hold), indicating expectations for an in-line return in the coming months [4].

Financial Data and Key Metrics Changes - In Q1 2025, the company reported collaboration revenue of $13.8 million, a 21% increase from Q4 2024 [15][18] - R&D expenses were $22.8 million, reflecting a 68% decrease compared to Q1 2024, and a nearly 40% decrease from Q4 2024 [16][17] - The net loss for Q1 2025 was $62.2 million, down from a net loss of $95.8 million in Q4 2024 [18] Business Line Data and Key Metrics Changes - XERZUVEY was shipped to over 3,000 women with postpartum depression (PPD) in Q1 2025, representing a 22% increase from Q4 2024 [7][12] - The company generated $13.8 million in collaboration revenue for XERZUVEY, which is 50% of the net revenue reported by Biogen, marking a 21% increase from the previous quarter [15][18] - Over 70% of women prescribed XERZUVEY received it as their first new treatment for PPD [12][40] Market Data and Key Metrics Changes - The majority of prescriptions (almost 80%) in Q1 2025 came from OBGYNs, indicating a strong focus on peripartum care [12][26] - The total number of XERZUVEY writers increased by over 20% in Q1 2025 [12] Company Strategy and Development Direction - The company is focused on establishing XERZUVEY as the standard of care for women with PPD and is actively working to expand its reach [6][8] - A strategic alternatives process is ongoing to evaluate opportunities for maximizing shareholder value [6] - The company has recalibrated its R&D approach to prioritize neuropsychiatry and neurodevelopmental disorders, with a focus on SAGE-319 and the NMDA receptor NAM platform [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ongoing commercialization of XERZUVEY and the potential for significant growth in 2025 [11][18] - The cash runway is expected to support operations until mid-2027, with plans to create shareholder value through focused R&D and commercialization efforts [18][108] Other Important Information - The company has seen a paradigm shift in how healthcare providers are screening, diagnosing, and treating PPD [7][8] - The sales force expansion is complete, and management anticipates continued quarter-over-quarter growth in demand and revenue [12][39] Q&A Session Summary Question: What kind of early pull through are you seeing from your Salesforce initiatives? - Management noted strong first-quarter growth of over 20% in demand and revenue, attributing this to the expanded sales force [25][26] Question: Could you provide some additional color on the pipeline and your upcoming catalysts? - Management expressed confidence in the recalibrated R&D approach and the pharmacology of their drugs, believing they will create significant shareholder value if successful [31][33] Question: What do you believe are the key factors for prescribers and patients deciding not to use XERZUVEY as their first-line treatment? - Management indicated that over 70% of women prescribed XERZUVEY are receiving it as their first treatment, suggesting minimal obstacles to frontline use [40][41] Question: Can you speak about the concentrations of the sales force in particular regions? - Management confirmed that the sales force expansion is complete and they expect continued growth in regions where the sales force has been expanded [39] Question: How should we think about the acceleration in growth in shipments as the quarters progress? - Management reiterated their expectation of quarter-over-quarter growth and noted that they are not providing forward-looking forecasts [56][57] Question: What is the current awareness of XERZUVEY among OBGYNs and the expecting mother community? - Management reported approximately 90% aided awareness among physicians treating PPD, which is considered remarkably high for a product at this stage [65][66] Question: Has anything changed regarding Biogen's commitment to the product? - Management stated that there has been no change in the partnership with Biogen, and both parties are excited about the product's impact [72] Question: What is the persistence of prescribers for XERZUVEY? - Management indicated that once a healthcare provider prescribes XERZUVEY, they tend to become repeat writers, with no significant drop-off observed [114]