AtaiBeckley director’s options converted in Lilly deal
A director’s ATAI stock options were cancelled in Eli Lilly’s acquisition and converted into cash and contingent value rights tied to future milestones.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) director Robert Hershberg reported issuer dispositions of several stock option awards on September 11, 2026, in connection with the completion of the company’s merger with a subsidiary of Eli Lilly and Company. At the merger’s effective time, these options were cancelled and converted into cash and contingent value rights.
Each cancelled option became the right to receive cash based on the $6.75 per-share merger price above its exercise price, plus one contingent value right per underlying share, which may pay up to an additional $2.50 in cash upon specified clinical and regulatory milestones.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 741,089 shares
Disposition
5 txns
Insider
HERSHBERG ROBERT
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F2, F1 | 48,858 | -- | -- |
| Disposition | Stock Option F2 | 404,869 | -- | -- |
| Disposition | Stock Option F2 | 62,394 | -- | -- |
| Disposition | Stock Option F2 | 103,000 | -- | -- |
| Disposition | Stock Option F2 | 121,968 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct)
Footnotes (2)
- F1. Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026, by and among AtaiBeckley Inc. (the "Company"), Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), on September 11, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent.
- F2. At the effective time of the Merger (the "Effective Time"), each outstanding stock option of the Company, subject to certain exceptions, was automatically cancelled and converted into the right to receive (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares of the Company's common stock subject to such stock option immediately prior to the Effective Time multiplied by (2) the excess of $6.75 over the applicable exercise price per share under such stock option and (B) one contingent value right per share (each, a "CVR" and collectively, the "CVRs"), representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones, less any applicable tax withholding, for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
Key Figures
Merger cash reference price per share: $6.75 per share
Maximum CVR cash per share: $2.50 per CVR
Option shares cancelled (grant 1): 48,858 shares
+5 more
8 metrics
Merger cash reference price per share
$6.75 per share
Cash component used to calculate consideration for each cancelled AtaiBeckley stock option at the effective time of the merger
Maximum CVR cash per share
$2.50 per CVR
Maximum additional cash payable per contingent value right upon achievement of specified clinical and regulatory milestones
Option shares cancelled (grant 1)
48,858 shares
Stock option for 48,858 underlying shares at a $1.35 exercise price, expiring June 7, 2030, cancelled and converted at the merger
Option shares cancelled (grant 2)
404,869 shares
Stock option for 404,869 underlying shares at a $1.35 exercise price, expiring July 8, 2030, cancelled and converted at the merger
Option shares cancelled (grant 3)
62,394 shares
Stock option for 62,394 underlying shares at a $1.35 exercise price, expiring October 20, 2032, cancelled and converted at the merger
Option shares cancelled (grant 4)
103,000 shares
Stock option for 103,000 underlying shares at a $4.48 exercise price, expiring November 5, 2035, cancelled and converted at the merger
Option shares cancelled (grant 5)
121,968 shares
Stock option for 121,968 underlying shares at a $4.50 exercise price, expiring June 4, 2036, cancelled and converted at the merger
Merger effective date
September 11, 2026
Date when Merger Sub merged with AtaiBeckley and the company became a wholly owned subsidiary of Eli Lilly
Key Terms
Agreement and Plan of Merger, contingent value right, Effective Time, Merger Sub, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
contingent value right financial
"one contingent value right per share (each, a "CVR" and collectively, the "CVRs")"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each outstanding stock option"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Merger Sub regulatory
"Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub")"
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.
wholly owned subsidiary financial
"with the Company surviving as a wholly owned subsidiary of Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ATAI director Robert Hershberg report in this Form 4?
He reported dispositions of multiple stock option awards on September 11, 2026, when AtaiBeckley merged with a subsidiary of Eli Lilly. The options were cancelled and converted into rights to receive cash and contingent value rights rather than remaining exercisable options.
How were ATAI stock options treated in the Eli Lilly merger?
At the effective time, each outstanding AtaiBeckley stock option was automatically cancelled and converted into the right to receive cash plus one contingent value right per share, subject to certain exceptions, instead of continuing as an equity award.
What additional value can ATAI contingent value rights provide?
Each contingent value right represents the right to receive up to an aggregate of $2.50 in cash per CVR, less applicable tax withholding, if specified clinical and regulatory milestones are achieved after the merger closing.
Was a Rule 10b5-1 trading plan used for these ATAI transactions?
No. The filing indicates that no Rule 10b5-1 trading plan was affirmed for these transactions; they occurred automatically at the merger’s effective time under the merger agreement.
Which ATAI options of Robert Hershberg were affected?
Reported affected awards include stock options for 48,858, 404,869, 62,394, 103,000, and 121,968 shares of AtaiBeckley common stock, each cancelled and converted into cash and contingent value rights at the merger’s effective time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
