Astria Therapeutics (ATXS) CLO has stock options cashed out in merger

Rhea-AI Filing Summary

Astria Therapeutics Chief Legal Officer Benjamin Harshbarger reported the cash cancelation of his stock options in connection with Astria’s merger with BioCryst Pharmaceuticals. On January 23, 2026, Axel Merger Sub, Inc. merged with Astria, making Astria a wholly owned subsidiary of BioCryst. At the effective time of the merger, each Astria stock option with an exercise price of less than $13.00 became fully vested and exercisable and was canceled in exchange for a cash payment based on the number of underlying shares and the excess of $13.00 over the option’s exercise price.

For Harshbarger, this Form 4 shows the disposition of three stock option grants: 33,333 options with a $12.96 exercise price, 55,000 options at $6.51, and 262,500 options at $6.41, all reported as derivative securities disposed of, leaving 0 such options beneficially owned after the transactions. Options with exercise prices at or above $13.00 were canceled for no consideration and are noted as exempt from Section 16 reporting.

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^*

Harshbarger Benjamin

(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 Legal 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)	$12.96(1)	01/23/2026		D			33,333(1)	(2)	(2)	Common Stock	33,333(1)	(2)	0	D
Stock Option (Right to Buy)	$6.51	01/23/2026		D			55,000	(2)	(2)	Common Stock	55,000	(2)	0	D
Stock Option (Right to Buy)	$6.41	01/23/2026		D			262,500	(2)	(2)	Common Stock	262,500	(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	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Astria Therapeutics (ATXS) report for Benjamin Harshbarger?

The filing shows that Chief Legal Officer Benjamin Harshbarger disposed of three blocks of Astria stock options on January 23, 2026, in connection with the completion of the merger with BioCryst Pharmaceuticals. All reported derivative positions went to 0 following these transactions.

How is the BioCryst Pharmaceuticals merger described in the Astria Therapeutics (ATXS) Form 4?

The Form 4 explains that, under an Agreement and Plan of Merger dated October 14, 2025, Axel Merger Sub, Inc., a wholly owned subsidiary of BioCryst Pharmaceuticals, Inc., merged with and into Astria on January 23, 2026, with Astria surviving as a wholly owned subsidiary of BioCryst.

What happened to in-the-money Astria (ATXS) stock options in the merger?

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

What specific Astria stock option grants for Benjamin Harshbarger were reported as disposed of?

The Form 4 reports three derivative transactions for Harshbarger on January 23, 2026: a stock option grant for 33,333 shares with a $12.96 exercise price, a grant for 55,000 shares at $6.51, and a grant for 262,500 shares at $6.41, each recorded with transaction code D (disposed).

What happened to out-of-the-money Astria (ATXS) stock options in the merger?

The remarks state that each Astria stock option with an exercise price equal to or greater than $13.00 (an out-of-the-money option) that was outstanding immediately prior to the effective time was canceled for no consideration. The filing notes that this cancelation is exempt from Section 16 reporting rules, so those options are not itemized in the tables.

Does Benjamin Harshbarger hold any Astria stock options after these transactions?

For each of the three reported stock option grants, the number of derivative securities beneficially owned after the transactions is shown as 0, indicating that Harshbarger no longer beneficially owns those reported Astria stock options following the merger-related cancelations.