BioCryst merger cashes out Astria (ATXS) CFO stock options

Rhea-AI Filing Summary

Astria Therapeutics, Inc. Chief Financial Officer Noah Clauser reported the cash cancellation of stock options in connection with the company’s merger with BioCryst Pharmaceuticals, Inc. On January 23, 2026, Axel Merger Sub, Inc. merged with and into Astria, leaving Astria as a wholly owned subsidiary of BioCryst.

At the effective time of the merger, each Astria stock option with an exercise price below $13.00 became fully vested and exercisable and was then canceled in exchange for a cash payment. The cash amount for each such option equals the number of underlying common shares multiplied by the difference between $13.00 and the option’s exercise price. Clauser’s Form 4 reports dispositions of 55,000 and 262,500 stock options, both held directly, leaving no derivative securities of these types after the transactions. Options with exercise prices at or above $13.00 were canceled for no consideration and are not reported.

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

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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^*

Clauser Noah

(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)

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

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)	$6.51	01/23/2026		D			55,000	(1)	(1)	Common Stock	55,000	(1)	0	D
Stock Option (Right to Buy)	$6.41	01/23/2026		D			262,500	(1)	(1)	Common Stock	262,500	(1)	0	D

Explanation of Responses:

1. 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 Noah Clauser	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Astria Therapeutics (ATXS) CFO Noah Clauser report?

Noah Clauser reported the disposition of two blocks of Astria stock options classified as derivative securities. One grant covered 55,000 stock options with a $6.51 exercise price and the other covered 262,500 stock options with a $6.41 exercise price. Both were reported as dispositions on January 23, 2026, and Clauser held them directly.

How did the BioCryst merger affect Astria Therapeutics (ATXS) stock options?

Under the merger agreement among Astria, BioCryst Pharmaceuticals, Inc., and Axel Merger Sub, Inc., all Astria stock options with exercise prices below $13.00 became fully vested and exercisable at the merger’s effective time and were then canceled for cash. The cash payment for each option equaled the number of shares subject to the option multiplied by the excess of $13.00 over its exercise price.

What happened to Astria Therapeutics (ATXS) in-the-money versus out-of-the-money options?

Each in-the-money Astria stock option, defined as having an exercise price below $13.00, was fully vested, became exercisable, and was canceled in exchange for a cash payment based on the $13.00 merger price. Each out-of-the-money option, with an exercise price equal to or above $13.00, was canceled for no consideration at the effective time of the merger and is described as exempt from Section 16 reporting, so those options are not listed in this Form 4.

When did Astria Therapeutics (ATXS) become a wholly owned subsidiary of BioCryst?

The merger agreement dated October 14, 2025 led to Axel Merger Sub, Inc., a wholly owned subsidiary of BioCryst Pharmaceuticals, Inc., merging with and into Astria Therapeutics, Inc. on January 23, 2026. At that time, Astria survived the merger and became a wholly owned subsidiary of BioCryst.

Did Astria Therapeutics (ATXS) CFO Noah Clauser retain any of the reported stock options after the merger?

No. The Form 4 shows that after the reported transactions on January 23, 2026, the number of derivative securities of these stock option grants beneficially owned by Noah Clauser was 0. The in-the-money options were cashed out, and out-of-the-money options were canceled for no consideration and are not reported.