Astria Therapeutics (ATXS) director exits stock options in BioCryst merger cash-out

Rhea-AI Filing Summary

Astria Therapeutics director Fred Callori reported the cancellation of several stock options in connection with Astria’s merger with BioCryst Pharmaceuticals. On January 23, 2026, BioCryst’s wholly owned subsidiary merged into Astria, leaving Astria as a wholly owned BioCryst subsidiary. At the merger’s effective time, each Astria stock option with an exercise price below $13.00 became fully vested and exercisable, then was canceled in exchange for cash equal to the number of option shares multiplied by the difference between $13.00 and the option’s exercise price. The Form 4 lists multiple such stock options, with exercise prices ranging from $3.00 to $12.24, all ending with zero derivative securities beneficially owned after the transactions. Options with exercise prices at or above $13.00 were canceled for no consideration and are not reported here.

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

X

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^*

Callori Fred

(Last) (First) (Middle)

C/O ASTRIA THERAPEUTICS, INC.

22 BOSTON WHARF ROAD, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Astria Therapeutics, Inc. [ ATXS ]

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)
01/23/2026

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 (Right to Buy)	$12.24(1)	01/23/2026		D			14,166(1)	(2)	(2)	Common Stock	14,166(1)	(2)	0	D
Stock Option (Right to Buy)	$3	01/23/2026		D			8,333	(2)	(2)	Common Stock	8,333	(2)	0	D
Stock Option (Right to Buy)	$11.35	01/23/2026		D			14,100	(2)	(2)	Common Stock	14,100	(2)	0	D
Stock Option (Right to Buy)	$9.18	01/23/2026		D			14,100	(2)	(2)	Common Stock	14,100	(2)	0	D
Stock Option (Right to Buy)	$5.79	01/23/2026		D			26,550	(2)	(2)	Common Stock	26,550	(2)	0	D

Explanation of Responses:

1. These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021.

2. Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, by and among the Issuer, BioCryst Pharmaceuticals, Inc. ("BioCryst"), and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst, on January 23, 2026, Axel Merger Sub, Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of BioCryst (the "Merger"). At the effective time of the Merger (the "Effective Time"), each Issuer stock option for which the applicable exercise price was less than $13.00 (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time became fully vested and exercisable and was canceled in exchange for the payment in cash equal to the product of (i) the total number of shares of common stock subject to such canceled In-the-Money Option immediately prior to the Effective Time and (ii) the excess of $13.00 over the exercise price per share subject to each such canceled In-the-Money Option, without interest.

Remarks:

At the Effective Time, each Issuer stock option for which the applicable exercise price was equal to or greater than $13.00 (each, an "Out-of-the-Money Option") that was outstanding immediately prior to the Effective Time was canceled for no consideration, which cancelation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-4(d) and Rule 16b-6(d) thereunder. Accordingly, the Reporting Person's Out-of-the-Money Options that were canceled in the Merger are not reported herein.

	/s/ Ben Harshbarger, as attorney-in-fact for Fred Callori	01/23/2026
	** 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 did Astria Therapeutics (ATXS) report for Fred Callori?

The filing shows that director Fred Callori had multiple Astria stock options canceled on January 23, 2026 in connection with the merger with BioCryst Pharmaceuticals. These were derivative securities (stock options) reported as dispositions.

How were Fred Callori’s in-the-money Astria stock options treated in the BioCryst merger?

At the merger’s effective time, each Astria stock option with an exercise price below $13.00 became fully vested and exercisable, then was canceled in exchange for a cash payment equal to the number of option shares multiplied by the excess of $13.00 over the option’s exercise price, without interest.

What exercise prices are disclosed for the canceled Astria stock options held by Fred Callori?

The Form 4 lists several stock options with exercise prices of $12.24, $3.00, $11.35, $9.18, and $5.79, each described as a stock option (right to buy) on Astria common stock.

How many Astria stock options does Fred Callori report owning after these transactions?

For each listed stock option, the number of derivative securities beneficially owned following the reported transaction is shown as 0, indicating no remaining beneficial ownership in those options after the merger-related cash-out.

What happened to Astria stock options with exercise prices at or above $13.00 in this merger?

The remarks state that each Astria stock option with an exercise price equal to or greater than $13.00 was canceled for no consideration at the effective time of the merger. These out-of-the-money options were exempt from Section 16 reporting and therefore are not included in this Form 4.

Why do some option numbers reference a prior reverse stock split for Astria Therapeutics (ATXS)?

One footnote explains that the option share numbers have been adjusted to reflect a 1-for-6 reverse stock split that Astria effected on August 19, 2021, so the reported amounts are on a post-split basis.