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MetaVia (MTVA) director Jason Groves awarded 17,186 RSUs in equity grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GROVES JASON L reported acquisition or exercise transactions in this Form 4 filing.

MetaVia Inc. director Jason L. Groves received an award of 17,186 restricted stock units (RSUs) of Common Stock as equity compensation. The RSUs were granted at no cash cost and increase his direct beneficial ownership to 21,338 shares.

The RSUs vest on the earlier of June 8, 2027 or the day immediately prior to MetaVia’s 2027 annual meeting of stockholders, contingent on his continued service. Under the company’s non-employee director compensation policy, Groves elected to defer settlement of the shares until immediately before a change in control or within 60 days after his retirement, separation from service, or death. Reported holdings also reflect MetaVia’s 1-for-11 reverse stock split completed on December 4, 2025.

Positive

  • None.

Negative

  • None.
Insider GROVES JASON L
Role null
Type Security Shares Price Value
Grant/Award Common Stock 17,186 $0.00 --
Holdings After Transaction: Common Stock — 21,338 shares (Direct, null)
Footnotes (1)
  1. Represents a grant of restricted stock units issued to the Reporting Person under the Issuer's Amended and Restated 2022 Equity Incentive Plan, which vests on the earlier of June 8, 2027 or the day immediately prior to the Issuer's 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continuing service on the applicable vesting date. In accordance with the terms of the Issuer's Amended and Restated Non-Employee Director Compensation Policy (the "Policy"), the Reporting Person elected to defer receipt of the shares of common stock upon the vesting of the RSUs until the earlier of the date that is (i) immediately prior to a Change in Control (as described in the Policy), or (ii) within 60 days following the Reporting Person's retirement or other separation from service with the Issuer or death, whichever is earlier. The total number of securities beneficially owned has been adjusted to reflect the Issuer's completion of a 1-for-11 reverse stock split on December 4, 2025.
RSU grant size 17,186 RSUs Restricted stock units granted to Jason L. Groves on June 8, 2026
Shares owned after grant 21,338 shares Total Common Stock beneficially owned following the RSU grant
Grant price per share $0.0000 per share Equity award issued at no cash cost to the director
Vesting date June 8, 2027 Vests then or immediately prior to MetaVia’s 2027 annual meeting
Reverse stock split ratio 1-for-11 Completed on December 4, 2025; used to adjust ownership totals
restricted stock units financial
"Represents a grant of restricted stock units issued to the Reporting Person under the Issuer's Amended and Restated 2022 Equity Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Amended and Restated 2022 Equity Incentive Plan financial
"restricted stock units issued to the Reporting Person under the Issuer's Amended and Restated 2022 Equity Incentive Plan"
Amended and Restated Non-Employee Director Compensation Policy financial
"In accordance with the terms of the Issuer's Amended and Restated Non-Employee Director Compensation Policy (the "Policy"), the Reporting Person elected to defer receipt"
Change in Control financial
"until the earlier of the date that is (i) immediately prior to a Change in Control (as described in the Policy)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
reverse stock split financial
"adjusted to reflect the Issuer's completion of a 1-for-11 reverse stock split on December 4, 2025"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
GROVES JASON L
(Last)(First)(Middle)
C/O METAVIA INC.
545 CONCORD AVENUE, SUITE 210
(Street)
CAMBRIDGE MASSACHUSETTS 02138
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MetaVia Inc. [ MTVA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/08/2026A17,186(1)A$021,338(2)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents a grant of restricted stock units issued to the Reporting Person under the Issuer's Amended and Restated 2022 Equity Incentive Plan, which vests on the earlier of June 8, 2027 or the day immediately prior to the Issuer's 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continuing service on the applicable vesting date. In accordance with the terms of the Issuer's Amended and Restated Non-Employee Director Compensation Policy (the "Policy"), the Reporting Person elected to defer receipt of the shares of common stock upon the vesting of the RSUs until the earlier of the date that is (i) immediately prior to a Change in Control (as described in the Policy), or (ii) within 60 days following the Reporting Person's retirement or other separation from service with the Issuer or death, whichever is earlier.
2. The total number of securities beneficially owned has been adjusted to reflect the Issuer's completion of a 1-for-11 reverse stock split on December 4, 2025.
/s/ Phillip Torrence, by Power of Attorney06/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did MetaVia (MTVA) director Jason L. Groves receive in this Form 4 filing?

Jason L. Groves received 17,186 restricted stock units (RSUs) of MetaVia Common Stock as equity compensation. The grant carries no cash exercise price and is issued under MetaVia’s Amended and Restated 2022 Equity Incentive Plan for non-employee directors.

When do Jason L. Groves’ MetaVia (MTVA) RSUs vest?

The 17,186 RSUs vest on the earlier of June 8, 2027 or the day immediately prior to MetaVia’s 2027 annual stockholders’ meeting. Vesting is conditioned on Groves’ continued service with MetaVia through the applicable vesting date under the company’s director compensation policy.

How many MetaVia (MTVA) shares does Jason L. Groves own after this RSU grant?

After the 17,186 RSU award, Jason L. Groves is reported as beneficially owning 21,338 shares of MetaVia Common Stock. This total reflects the effect of MetaVia’s 1-for-11 reverse stock split completed on December 4, 2025, as disclosed in the filing footnotes.

How will MetaVia (MTVA) settle Jason L. Groves’ RSUs when they vest?

Groves elected to defer receipt of the underlying shares. Settlement will occur immediately before a change in control, or within 60 days after his retirement, other separation from service with MetaVia, or death, whichever happens first, consistent with the company’s director compensation policy.

What reverse stock split does MetaVia (MTVA) reference in this Form 4?

The filing states that Groves’ reported beneficial ownership was adjusted for MetaVia’s 1-for-11 reverse stock split completed on December 4, 2025. This corporate action consolidated every 11 existing shares into one share, changing historical share counts in the ownership totals.

Is Jason L. Groves’ MetaVia (MTVA) RSU award a market purchase or sale?

No, the Form 4 describes the transaction as a grant or award acquisition coded “A,” not a market trade. The 17,186 RSUs were issued as non-cash equity compensation to a MetaVia non-employee director under the company’s Amended and Restated 2022 Equity Incentive Plan.