Vestal Point Capital and Ryan Wilder report owning 0 shares, or 0%, of Astria Therapeutics common stock as of December 31, 2025. They previously filed as significant holders but now certify beneficial ownership of 5 percent or less of the class.
The filing is made on Schedule 13G/A, with the reporting persons describing themselves as an investment adviser and an individual control person, and stating that any securities were acquired and held in the ordinary course of business, not to change or influence control of Astria Therapeutics.
Positive
None.
Negative
None.
Insights
Former significant holder now reports 0% stake in Astria.
Vestal Point Capital and its CIO Ryan Wilder disclose they no longer beneficially own Astria Therapeutics common stock, with Row 9 on each cover page showing 0.00 shares and Item 4 stating ownership of 0% of the class.
This indicates that an institutional investor which once met Schedule 13G reporting thresholds has fully exited or otherwise eliminated beneficial ownership. The certification emphasizes holdings were in the ordinary course of business and not for influencing control, underscoring a passive-investor posture.
For governance watchers, the change removes this particular institutional holder from Astria’s ownership base as of December 31, 2025. Future ownership reports from other investors and updated beneficial ownership tables in company filings will show how Astria’s shareholder base continues to evolve.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Astria Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
04635X102
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
04635X102
1
Names of Reporting Persons
Vestal Point Capital, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
04635X102
1
Names of Reporting Persons
Ryan Wilder
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Astria Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
22 BOSTON WHARF ROAD, 10TH FLOOR, BOSTON, MA, 02210
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Vestal Point Capital, LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to a certain fund and a managed account (the "Vestal Point Fund and Account"), with respect to the shares of common stock, par value $0.001 per share (the "Common Stock"), of Astria Therapeutics, Inc. (the "Company") directly held by the Vestal Point Fund and Account; and
(ii) Mr. Ryan Wilder ("Mr. Wilder"), the Chief Investment Officer and Managing Partner of the Investment Manager and the Managing Member of Vestal Point Capital, LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Vestal Point Fund and Account.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 632 Broadway, Suite 602, New York, NY 10012.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Wilder is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
04635X102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(b)
Percent of class:
0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Vestal Point Capital, LP
Signature:
/s/ Ryan Wilder
Name/Title:
By: Vestal Point Capital, LLC, General Partner, By: Ryan Wilder, Chief Investment Officer and Managing Partner
What does Vestal Point Capital report in this Astria Therapeutics (ATXS) Schedule 13G/A?
Vestal Point Capital reports beneficial ownership of 0.00 shares, or 0%, of Astria Therapeutics common stock. Both Vestal Point and Ryan Wilder state they no longer beneficially own the securities that previously required a Schedule 13G filing.
Who are the reporting persons in the Astria Therapeutics (ATXS) Schedule 13G/A?
The reporting persons are Vestal Point Capital, LP, a Delaware limited partnership acting as investment manager, and Ryan Wilder, its Chief Investment Officer and Managing Partner. They filed regarding Astria Therapeutics common stock, par value $0.001 per share.
What percentage of Astria Therapeutics (ATXS) does Vestal Point Capital now own?
Vestal Point Capital and Ryan Wilder report beneficial ownership of 0% of Astria Therapeutics’ common stock. Row 11 on each cover page and Item 4(b) both state that they represent 0 percent of the outstanding class as of the reporting date.
What is the date of the ownership event reported for Astria Therapeutics (ATXS)?
The date of the event requiring this Schedule 13G/A is December 31, 2025. As of that date, the reporting persons indicate they beneficially owned 0.00 shares of Astria Therapeutics common stock and therefore 5 percent or less of the class.
How do Vestal Point Capital and Ryan Wilder describe their purpose in holding Astria Therapeutics (ATXS) shares?
They certify any Astria Therapeutics securities were acquired and held in the ordinary course of business, not for changing or influencing control. They also state the holdings were not in connection with any transaction aimed at control, aside from activities tied to nominations under Rule 240.14a-11.
What type of reporting person is Vestal Point Capital in this Astria Therapeutics (ATXS) filing?
Vestal Point Capital is classified as an investment adviser, noted as “IA” in Item 12 of its cover page. Ryan Wilder is classified as “HC,” reflecting his role as a holding company or control person with respect to the investment adviser entity.
