AtaiBeckley CEO equity converted at $6.75 in merger
AtaiBeckley’s CEO and director reported all equity awards cancelled for cash and CVR consideration in connection with the company’s acquisition by Eli Lilly.
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, making AtaiBeckley a wholly owned subsidiary of Eli Lilly. Co-founder, chief executive officer and director Rao Srinivas reported dispositions of common stock, options and RSUs to the issuer at the merger’s effective time, as all such equity awards were automatically cancelled and converted into rights to receive $6.75 in cash per share plus one contingent value right (CVR) per share or per underlying share, with each CVR representing up to an additional $2.50 in cash upon achievement of specified clinical and regulatory milestones. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 10,179,823 shares
Disposition
11 txns
Insider
Rao Srinivas
Role
See remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F3 | 650,795 | -- | -- |
| Disposition | Stock Option F3 | 217,778 | -- | -- |
| Disposition | Stock Option F3 | 2,147,408 | -- | -- |
| Disposition | Stock Option F3 | 777,400 | -- | -- |
| Disposition | Stock Option F3 | 600,000 | -- | -- |
| Disposition | Stock Option F3 | 800,000 | -- | -- |
| Disposition | Stock Option F3 | 2,340,000 | -- | -- |
| Disposition | Stock Option F3 | 1,988,000 | -- | -- |
| Disposition | Restricted Stock Units F4 | 442,000 | -- | -- |
| Disposition | Common Stock F1, F2 | 212,942 | -- | -- |
| Disposition | Common Stock F1, F2 | 3,500 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Spouse)
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 share: $6.75 per share
Maximum CVR payment per CVR: $2.50 per CVR
Common stock disposed (direct): 212,942 shares
+4 more
7 metrics
Cash merger consideration per share
$6.75 per share
Cash paid for each AtaiBeckley common share at the Effective Time
Maximum CVR payment per CVR
$2.50 per CVR
Potential additional cash per contingent value right upon specified milestones
Common stock disposed (direct)
212,942 shares
Shares of AtaiBeckley common stock held directly and converted at the merger
Common stock disposed (indirect by spouse)
3,500 shares
Indirect holdings by spouse converted at the merger
RSUs cancelled and converted
442,000 units
Restricted stock units cancelled and converted into cash plus CVRs
Largest single option block cancelled
2,340,000 option shares
Stock option with $1.75 exercise price per share cancelled and cash-settled plus CVRs
Additional large option block cancelled
1,988,000 option shares
Stock option with $3.76 exercise price per share cancelled and cash-settled plus CVRs
Key Terms
Agreement and Plan of Merger, contingent value right, Effective Time, restricted stock unit, +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 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.
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’s Form 4 report for CEO Rao Srinivas on September 11, 2026?
It reported dispositions of AtaiBeckley Inc. common stock, stock options and RSUs to the issuer at the merger effective time, when all such awards were cancelled and converted into cash and contingent value right (CVR) consideration tied to the Eli Lilly acquisition.
What additional CVR consideration is described for ATAI holders in this Form 4?
Each share, and each share underlying options or RSUs, also receives one contingent value right (CVR), representing the right to receive up to an aggregate of $2.50 in cash per CVR if specified clinical and regulatory milestones are achieved.
How were ATAI stock options held by Rao Srinivas treated in the merger?
At the Effective Time, each outstanding AtaiBeckley stock option was automatically cancelled and converted into (A) cash equal to the option shares multiplied by the excess of $6.75 over the option’s exercise price, plus (B) one CVR for each underlying share, regardless of vesting.
How were ATAI RSUs held by Rao Srinivas treated in the merger?
Each outstanding AtaiBeckley restricted stock unit (RSU) was automatically cancelled and converted into (A) cash equal to the RSU shares multiplied by $6.75, and (B) one CVR for each RSU share, in each case without regard to vesting and subject to tax withholding.
Were Rao Srinivas’s direct ATAI common stock holdings eliminated in this Form 4?
Yes. The filing shows dispositions of 212,942 shares of common stock held directly and 3,500 shares held indirectly by a spouse, with post-transaction common stock holdings reported as 0 shares for those positions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
