ATAI Life Sciences Issues Routine Director Option Grant, No Share Sale

Rhea-AI Filing Summary

Form 4 overview: ATAI Life Sciences N.V. filed a Form 4 on 27 June 2025 detailing a new option grant to director Andrea Heslin Smiley.

The award covers 103,000 options on ATAI common shares at an exercise price of $2.25, granted 26 June 2025. The option vests on the earlier of (i) the day before ATAI’s next annual shareholder meeting or (ii) 26 June 2026, and expires 26 June 2035. No common shares were acquired or disposed; the transaction only increases the director’s derivative holdings.

Following the grant, Smiley directly owns 103,000 derivative securities and no change is reported in non-derivative share ownership. The filing appears to be routine director compensation, carries no indication of a Rule 10b5-1 trading plan, and provides limited insight into ATAI’s operational or financial performance.

Insights

Corporate Governance Analyst

TL;DR: Standard director option grant; compliance intact; negligible market impact.

The Form 4 discloses a single incentive award to a non-executive director. The grant size (103 k options) and 11-year term are typical for small-cap biotech governance practices and align director incentives with shareholder value. Vesting tied to the next AGM ensures service retention without creating an immediate liquidity event. No shares were sold, so the transaction neither signals insider confidence nor concern. Overall, the filing is procedurally important but financially immaterial.

Portfolio Manager

TL;DR: Neutral filing; no impact on ATAI valuation or liquidity.

Insider option grants do not alter share count, cash flow, or guidance. The $2.25 strike sits roughly at recent trading levels, offering upside alignment but no near-term dilution. Because vesting spans up to one year and the director holds no common shares, the award does not change float dynamics. I view this as routine housekeeping with no portfolio-level action required.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smiley Andrea Heslin

(Last) (First) (Middle)

C/O ATAI LIFE SCIENCES N.V.

PROF. J.H. BAVINCKLAAN 7

(Street)

AMSTERDAM P7 1183 AT

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ATAI Life Sciences N.V. [ ATAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$2.25	06/26/2025		A		103,000		(1)	06/26/2035	Common Shares	103,000	$0	103,000	D

Explanation of Responses:

1. The stock option shall vest on the earlier of the day before the ATAI Life Sciences N.V's next annual meeting or June 26, 2026.

	/s/ Ryan Barrett, Attorney-in-fact	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did ATAI (ATAI) report in the latest Form 4?

ATAI disclosed a grant of 103,000 stock options to director Andrea Heslin Smiley on 26 June 2025.

What is the exercise price of the options granted to the ATAI director?

The options have an exercise price of $2.25 per common share.

When do the newly granted ATAI options vest and expire?

They vest the day before the next annual meeting or on 26 June 2026, whichever comes first, and expire on 26 June 2035.

Did the Form 4 report any purchase or sale of ATAI common shares?

No. The filing only reports an option grant; no common shares were bought or sold.

How many derivative securities does Andrea Heslin Smiley own after the transaction?

She directly owns 103,000 derivative securities following the grant.