Astria Therapeutics (ATXS) director’s options canceled for cash in merger

Rhea-AI Filing Summary

Astria Therapeutics, Inc. director Sunil Agarwal reported the cash cancellation of stock options in connection with the company’s merger with BioCryst Pharmaceuticals, Inc. On January 23, 2026, two stock option awards covering 28,200 and 26,550 shares of Astria common stock were disposed of, leaving him with 0 derivative securities reported as beneficially owned.

According to the merger agreement, at the effective time of the merger each Astria stock option with an exercise price below $13.00 per share became fully vested and exercisable, then was canceled in exchange for a cash payment. The cash amount for each option was based on the number of underlying shares multiplied by the excess of $13.00 over the option’s exercise price, without interest.

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Equity compensation & M&A specialist

Director options were cashed out as part of Astria’s merger with BioCryst.

The filing shows that Sunil Agarwal, a director of Astria Therapeutics, Inc., had two stock option grants, covering 28,200 and 26,550 shares, canceled on January 23, 2026. The transaction code "D" for derivative securities reflects a disposition of options rather than an open‑market sale of common shares.

The footnote explains that, under the merger with BioCryst Pharmaceuticals, Inc., every Astria stock option with an exercise price below $13.00 per share became fully vested and exercisable at the merger’s effective time, then was canceled for cash. The cash amount per grant was calculated as the number of underlying shares multiplied by the excess of $13.00 over the option’s exercise price, with no interest.

After these transactions, the form reports 0 derivative securities beneficially owned, indicating that Agarwal’s reported Astria options were fully cashed out in the merger. This aligns with common change‑of‑control treatment for in‑the‑money options, converting equity-based incentives into cash at closing.

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

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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^*

AGARWAL SUNIL

(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)	$11.4	01/23/2026		D			28,200	(1)	(1)	Common Stock	28,200	(1)	0	D
Stock Option (Right to Buy)	$5.79	01/23/2026		D			26,550	(1)	(1)	Common Stock	26,550	(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.

	/s/ Ben Harshbarger, as attorney-in-fact for Sunil Agarwal	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did the ATXS Form 4 report for Sunil Agarwal?

The Form 4 reports that director Sunil Agarwal disposed of two Astria Therapeutics stock option awards on January 23, 2026, as part of a merger-related cash cancellation of in-the-money options.

How many Astria Therapeutics (ATXS) options were affected in this filing?

Two stock option grants were affected, covering 28,200 shares and 26,550 shares of Astria Therapeutics common stock, for a total of 54,750 optioned shares.

Why were Sunil Agarwal’s ATXS stock options canceled?

The options were canceled under a merger agreement in which Axel Merger Sub, Inc., a wholly owned subsidiary of BioCryst Pharmaceuticals, Inc., merged with Astria, making Astria a wholly owned subsidiary of BioCryst. In-the-money options were cashed out at the merger’s effective time.

How was the cash payment for the canceled ATXS options determined?

For each in-the-money option, the cash payment equaled the number of underlying shares multiplied by the excess of $13.00 over the option’s exercise price per share, without interest, as described in the footnote.

Does Sunil Agarwal still hold Astria Therapeutics derivative securities after this transaction?

No. The Form 4 shows 0 derivative securities beneficially owned following the reported transactions, indicating his reported Astria stock options were fully canceled for cash.

What role does Sunil Agarwal have at Astria Therapeutics (ATXS)?

Sunil Agarwal is identified in the filing as a director of Astria Therapeutics, Inc.

What is the significance of the $13.00 figure in the ATXS Form 4 footnote?

The footnote states that each in-the-money Astria stock option was cashed out based on a per-share value of $13.00, with the payout equal to $13.00 minus the option’s exercise price, multiplied by the number of underlying shares.