Astria CBO’s options canceled for cash in merger
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Rhea-AI Filing Summary
Astria Therapeutics, Inc.’s Chief Business Officer Andrea Matthews reported the cancellation of several stock option awards in connection with the company’s merger with BioCryst Pharmaceuticals, Inc. On January 23, 2026, Axel Merger Sub, Inc. merged into Astria, making Astria a wholly owned subsidiary of BioCryst. 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 for a cash payment based on the spread between $13.00 and the option’s exercise price.
Matthews reported three such stock option grants being disposed of: options to buy 32,812 shares at $6.51, 20,000 shares at $10.82, and 262,500 shares at $6.41. Each grant was reported with a transaction code “D” and a post-transaction balance of zero derivative securities, indicating these options were fully cashed out and no longer held following the merger-related payout.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 32,812 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 20,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 262,500 | $0.00 | $0.00 |
Footnotes (1)
- F1. 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did ATXS Chief Business Officer Andrea Matthews report?
Andrea Matthews reported the disposition of three stock option awards, each labeled as a Stock Option (Right to Buy), in connection with Astria Therapeutics, Inc.’s merger with BioCryst Pharmaceuticals, Inc. The options were canceled for cash at the merger’s effective time.
How were Andrea Matthews’ Astria (ATXS) stock options treated in the BioCryst merger?
At the merger’s effective time, each Astria 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 excess of $13.00 over the option’s exercise price, without interest.
What specific ATXS option grants were canceled for Andrea Matthews?
The filing lists three grants: options to purchase 32,812 shares at an exercise price of $6.51, 20,000 shares at $10.82, and 262,500 shares at $6.41. Each was reported as a derivative security disposed of with a transaction code “D.”
Does Andrea Matthews still hold these Astria Therapeutics stock options after the merger?
No. For each of the three reported stock option grants, the number of derivative securities beneficially owned after the transaction is shown as 0, indicating Matthews no longer holds these options following the cash cancellation in the merger.
Why were some Astria (ATXS) options not reported for Andrea Matthews in this Form 4?
The remarks explain that options with exercise prices at or above $13.00 (called Out-of-the-Money Options) were canceled for no consideration in the merger. That cancellation is described as exempt from Section 16, so those Out-of-the-Money Options are not reported in this Form 4.
What merger transaction underlies this ATXS Form 4 filing?
The filing describes an Agreement and Plan of Merger dated October 14, 2025 among Astria Therapeutics, Inc., BioCryst Pharmaceuticals, Inc., and Axel Merger Sub, Inc. On January 23, 2026, Axel Merger Sub, Inc. merged with and into Astria, with Astria surviving as a wholly owned subsidiary of BioCryst.
AI-generated analysis. How Rhea-AI works. Not financial advice.
