Astria Therapeutics (ATXS) CBO reports option cash-out in BioCryst deal

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.

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^*

Matthews Andrea

(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 Business 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			32,812	(1)	(1)	Common Stock	32,812	(1)	0	D
Stock Option (Right to Buy)	$10.82	01/23/2026		D			20,000	(1)	(1)	Common Stock	20,000	(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 Andrea Matthews	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

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.