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MetaVia (MTVA) director Andrew Koven receives 17,186 deferred RSU grant

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

Rhea-AI Filing Summary

KOVEN ANDREW I reported acquisition or exercise transactions in this Form 4 filing.

MetaVia Inc. director Andrew I. Koven received an equity grant of 17,186 restricted stock units (RSUs) of common stock. The RSUs were granted under MetaVia's Amended and Restated 2022 Equity Incentive Plan at no cash cost to him.

The award vests on the earlier of June 8, 2027 or the day immediately prior to MetaVia's 2027 annual stockholder meeting, as long as he continues serving through that date. Koven elected to defer receipt of the underlying shares until immediately before a change in control, or within 60 days after his retirement, other separation from service, or death. Following this grant, he beneficially owns 21,339 shares, adjusted for a 1-for-11 reverse stock split completed on December 4, 2025.

Positive

  • None.

Negative

  • None.
Insider KOVEN ANDREW I
Role null
Type Security Shares Price Value
Grant/Award Common Stock 17,186 $0.00 --
Holdings After Transaction: Common Stock — 21,339 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 of common stock granted to director
Price per RSU $0.0000 per share Indicates compensation grant, not market purchase
Holdings after grant 21,339 shares Total MetaVia common stock beneficially owned after transaction
Vesting date June 8, 2027 RSUs vest then or immediately before 2027 annual meeting
Reverse split ratio 1-for-11 Reverse stock split completed on December 4, 2025
Reverse split date December 4, 2025 Effective date of 1-for-11 reverse stock split adjustment
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")"
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.
1-for-11 reverse stock split financial
"reflect the Issuer's completion of a 1-for-11 reverse stock split on December 4, 2025"
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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*
KOVEN ANDREW I
(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$021,339(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 Andrew Koven report on this Form 4?

Andrew I. Koven reported receiving 17,186 restricted stock units of MetaVia common stock as a compensation grant. The award was made under MetaVia's Amended and Restated 2022 Equity Incentive Plan and increased his beneficial ownership to 21,339 shares after the transaction.

When do Andrew Koven’s new MetaVia (MTVA) RSUs vest?

The 17,186 MetaVia RSUs vest on the earlier of June 8, 2027 or the day immediately before the company’s 2027 annual stockholder meeting. Vesting is contingent on Koven’s continued service with MetaVia through the applicable vesting date under the equity incentive plan.

Did Andrew Koven pay cash for the 17,186 MetaVia (MTVA) RSUs?

No, Andrew I. Koven did not pay cash for the RSUs; the Form 4 lists a price per share of $0.0000. This indicates a compensation-related equity award under MetaVia's Amended and Restated 2022 Equity Incentive Plan rather than an open-market purchase.

How many MetaVia (MTVA) shares does Andrew Koven own after this RSU grant?

Following the 17,186 RSU grant, Andrew I. Koven beneficially owns 21,339 MetaVia common shares. The filing notes that this total reflects adjustment for a 1-for-11 reverse stock split MetaVia completed on December 4, 2025, affecting the reported holdings.

How did MetaVia’s 1-for-11 reverse stock split affect this Form 4?

The Form 4 states Koven’s beneficial ownership has been adjusted to reflect MetaVia’s 1-for-11 reverse stock split completed on December 4, 2025. This reverse split reduced the number of shares outstanding and proportionally adjusted reported holdings like Koven’s position.

Has Andrew Koven deferred receipt of his MetaVia (MTVA) RSU shares?

Yes. Under MetaVia’s Amended and Restated Non-Employee Director Compensation Policy, Koven elected to defer receiving the common shares from vested RSUs until immediately before a change in control or within 60 days after retirement, separation from service, or death, whichever occurs first.