MetaVia (MTVA) CFO granted 28,000 stock units in equity award

Rhea-AI Filing Summary

MetaVia Inc. Chief Financial Officer Woodworth Marshall H received a grant of 28,000 shares of common stock on January 23, 2026, reported as an acquisition at a price of $0 per share. This represents restricted stock units issued under the company’s 2022 Amended and Restated Equity Incentive Plan.

The grant vests in two equal parts, with 50% vesting on each of the first and second anniversaries of the grant date, contingent on continued service. Following this award, the officer beneficially owns 30,734 shares directly, a figure that reflects MetaVia’s completed 1-for-11 reverse stock split on December 4, 2025.

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

OMB APPROVAL

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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^*

Woodworth Marshall H

(Last) (First) (Middle)

C/O METAVIA INC.

545 CONCORD AVENUE, SUITE 210

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MetaVia Inc. [ MTVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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
Common Stock	01/23/2026		A		28,000(1)	A	$0	30,734(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock units issued to the reporting person under the Issuer's 2022 Amended and Restated Equity Incentive Plan, which vests as to 50% on each of the first and second anniversaries of the grant date, subject to continuing service.

2. The 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 Attorney	01/27/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transaction did MetaVia (MTVA) report in this Form 4?

The filing reports that MetaVia Inc. Chief Financial Officer Woodworth Marshall H received an award of 28,000 shares of common stock on January 23, 2026, recorded as an acquisition at $0 per share.

What type of equity award did the MetaVia CFO receive?

The award represents restricted stock units granted under MetaVia’s 2022 Amended and Restated Equity Incentive Plan, as noted in the explanation of responses.

How do the MetaVia CFO’s restricted stock units vest?

The restricted stock units vest as to 50% on the first anniversary and 50% on the second anniversary of the January 23, 2026 grant date, subject to the CFO’s continuing service.

How many MetaVia shares does the CFO beneficially own after this transaction?

After the reported grant, the Chief Financial Officer beneficially owns 30,734 shares of MetaVia common stock, held in direct ownership form.

How did MetaVia’s reverse stock split affect the reported share ownership?

The number of securities beneficially owned was adjusted to reflect MetaVia’s 1-for-11 reverse stock split completed on December 4, 2025, as disclosed in the footnotes.

Does this MetaVia Form 4 involve any sales by the CFO?

No. The Form 4 shows an acquisition of 28,000 restricted stock units at $0 per share and no dispositions, with the transaction coded as an acquisition of common stock.