ATAI Life Sciences: 206k-Share Option Grant to Director Hoffman

Rhea-AI Filing Summary

ATAI Life Sciences N.V. (ATAI) Form 4 highlights: on June 26, 2025 director John Francis Hoffman was granted a stock option covering 206,000 common shares at an exercise price of $2.25 per share.

The option vests 33% on June 26, 2026; the remaining 67% vests in 24 equal monthly installments, reaching full vesting on June 26, 2028. After the award, Hoffman beneficially owns 206,000 derivative securities; no non-derivative share transactions were reported.

The filing, signed by attorney-in-fact Ryan Barrett on June 27, 2025, reflects routine director compensation and does not disclose any sales or purchases of existing shares.

Positive

• Long-term vesting schedule incentivizes sustained performance over three years.
• Transparent and timely SEC filing demonstrates compliance with Section 16 requirements.

Negative

• Potential dilution from 206,000 additional shares if options are exercised.

Insights

Financial Analyst

TL;DR: Routine option grant; aligns incentives, modest potential dilution; neutral near-term impact.

The 206,000-share option grant at $2.25 strikes slightly below recent trading ranges but remains a standard long-term incentive. Vesting over three years ties Hoffman’s compensation to sustained value creation. Because no shares were sold or purchased outright, immediate supply-demand dynamics are unchanged. Potential dilution is limited and already contemplated in equity compensation plans. Overall, this filing is neutral for valuation and liquidity.

Corporate Governance Expert

TL;DR: Grant follows typical governance practice; strengthens director alignment with shareholders.

Time-based vesting through 2028 encourages long-term oversight. Filing indicates proper Section 16 compliance and use of attorney-in-fact signature, supporting governance transparency. No red flags such as accelerated vesting or large discretionary awards. Impact on governance risk profile is minimal to slightly positive.

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^*

Hoffman John Francis

(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		206,000		(1)	06/26/2035	Common Shares	206,000	$0	206,000	D

Explanation of Responses:

1. The stock option shall vest as to 1/3rd of the underlying shares on June 26, 2026 and as to the remaining underlying shares in twenty-four (24) substantially equal monthly installments thereafter, such that the option will become fully vested on June 26, 2028.

	/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 transaction was reported for ATAI on June 26, 2025?

Director John Francis Hoffman received a stock option for 206,000 common shares at a $2.25 exercise price.

When do Hoffman's ATAI stock options vest?

They vest 33% on June 26, 2026 and the remainder in 24 equal monthly installments, fully vesting on June 26, 2028.

Did the Form 4 report any share sales or purchases?

No. The filing only reports the grant of derivative securities; no non-derivative transactions occurred.

How many ATAI derivative securities does Hoffman now own?

After the grant, Hoffman beneficially owns 206,000 stock options, held directly.

What is the exercise price of the newly granted ATAI options?

The exercise price is $2.25 per share.