AtaiBeckley CAO cashes out 140K shares at $6.75
AtaiBeckley’s chief accounting officer reports automatic cancellation and cash-out of equity in connection with the Eli Lilly acquisition.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) completed a merger in which Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly and Company, merged into AtaiBeckley on September 11, 2026, with AtaiBeckley surviving as a wholly owned subsidiary of Eli Lilly. Chief Accounting Officer Anne Nagengast reported dispositions to the issuer of common stock, stock options and restricted stock units at the merger’s effective time. Each common share converted into the right to receive $6.75 in cash plus one contingent value right (CVR) for up to an additional $2.50 in cash per CVR upon specified milestones. Each outstanding stock option and RSU was cancelled and converted into cash based on the $6.75 reference price plus one CVR per underlying share, so these Form 4 entries reflect automatic cancellation and cash-out of equity awards, not open-market trading, and no Rule 10b5-1 plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 3,187,996 shares
Disposition
9 txns
Insider
Johnson Anne Nagengast
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F3 | 326,416 | -- | -- |
| Disposition | Stock Option F3 | 200,000 | -- | -- |
| Disposition | Stock Option F3 | 71,620 | -- | -- |
| Disposition | Stock Option F3 | 500,000 | -- | -- |
| Disposition | Stock Option F3 | 550,000 | -- | -- |
| Disposition | Stock Option F3 | 757,915 | -- | -- |
| Disposition | Stock Option F3 | 525,000 | -- | -- |
| Disposition | Restricted Stock Units F4 | 117,000 | -- | -- |
| Disposition | Common Stock F1, F2 | 140,045 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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 share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, converted into the right to receive (i) $6.75 per share in cash, without interest, plus (ii) 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.
- F3. At 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 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 CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
- F4. At the Effective Time, each outstanding restricted stock unit ("RSU"), 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 subject to such RSU immediately prior to the Effective Time multiplied by (2) $6.75 and (B) one CVR for each share subject to such RSU immediately prior to the Effective Time (without regard to vesting).
Key Figures
Cash merger consideration per common share: $6.75 per share
Maximum additional CVR payment: $2.50 per CVR
Common shares disposed: 140,045 shares
+3 more
6 metrics
Cash merger consideration per common share
$6.75 per share
Consideration for each AtaiBeckley common share at the effective time of the merger
Maximum additional CVR payment
$2.50 per CVR
Aggregate potential cash per CVR upon achievement of specified milestones
Common shares disposed
140,045 shares
Directly held AtaiBeckley common stock converted to merger consideration for Anne Nagengast
Stock options cancelled (exercise price $1.18)
500,000 options
Options with a $1.18 exercise price converted to cash based on $6.75 and CVRs
Stock options cancelled (exercise price $1.50)
757,915 options
Options with a $1.50 exercise price converted to cash based on $6.75 and CVRs
RSUs cancelled
117,000 units
Restricted stock units converted to cash at $6.75 per unit plus CVRs
Key Terms
Agreement and Plan of Merger, contingent value right, Effective Time, restricted stock unit, +2 more
6 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 share"
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.
restricted stock unit financial
"each outstanding restricted stock unit ("RSU"), subject to certain exceptions"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
par value financial
"each share of the Company's common stock, par value $0.01 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
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 the ATAI Form 4 filed by Chief Accounting Officer Anne Nagengast report?
It reported dispositions of common stock, stock options and RSUs to AtaiBeckley Inc. on September 11, 2026, in connection with the completion of its merger with an indirect wholly owned subsidiary of Eli Lilly and Company, resulting in AtaiBeckley becoming a wholly owned subsidiary.
How were ATAI employee stock options treated at the merger effective time?
Each outstanding AtaiBeckley stock option was automatically cancelled and converted into (A) cash equal to the number of underlying shares multiplied by ($6.75 minus the option’s exercise price) and (B) one CVR for each underlying share, in each case subject to tax withholding.
How were ATAI restricted stock units (RSUs) treated in the transaction?
Each outstanding AtaiBeckley RSU was automatically cancelled and converted into (A) cash equal to the number of RSU shares multiplied by $6.75 and (B) one CVR for each RSU share, in each case less applicable tax withholdings and without regard to vesting.
Did the ATAI Form 4 indicate transactions under a Rule 10b5-1 trading plan?
No. The filing indicates no Rule 10b5-1 plan for these transactions. The dispositions resulted from the automatic treatment of shares, options and RSUs at the effective time of the merger with Eli Lilly’s acquisition subsidiary.
What happened to Anne Nagengast’s directly held ATAI common stock in the merger?
The filing shows 140,045 shares of common stock disposed to the issuer at the effective time. Each such share converted into the right to receive $6.75 in cash plus one CVR, consistent with the merger consideration for all outstanding common shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
