AGARWAL SUNIL 4

What Happened

• Sunil Agarwal, a director of Astria Therapeutics (ATXS), recorded dispositions to the issuer on January 23, 2026 that cancel a total of 54,750 derivative shares (28,200 and 26,550). The Form 4 shows these as dispositions to the issuer (derivative securities) and reports no per‑share or total cash amount.
• A filing footnote explains these cancellations occurred at the effective time of Astria’s merger into BioCryst: each outstanding in‑the‑money option (exercise price < $13.00) vested and was canceled in exchange for a cash payment equal to (number of underlying shares) × ($13.00 − exercise price). The Form 4 itself does not disclose the individual exercise prices or total cash received.

Key Details

• Transaction date: 2026-01-23 (filed 2026-01-23) — filing appears timely.
• Transaction type/code: Disposition to issuer (D) of derivative securities — cancellation of option‑underlying shares due to merger consideration.
• Shares disposed: 28,200 and 26,550 (total 54,750).
• Price/value reported: N/A on the Form 4; payout determined per footnote formula: (# shares) × ($13.00 − exercise price).
• Shares owned following the transactions: not reported in this filing.
• Footnote: Transactions resulted from an Agreement and Plan of Merger (Oct 14, 2025) with BioCryst; in‑the‑money Astria options vested and were cashed out at the stated formula.

Context

• These were not open‑market sales by the director but cancellations of option positions settled for cash as part of the merger. That means the filing documents a corporate‑transaction settlement rather than a discretionary insider sale or purchase.
• Because the cash payout depends on each option’s exercise price (not listed here), the exact proceeds to the insider are not disclosed in this Form 4.