Beck Joanne T. 4

What Happened

• Joanne T. Beck, a director of Astria Therapeutics (ATXS), reported dispositions to the issuer on January 23, 2026 totaling 79,749 derivative shares (16,666 + 8,333 + 14,100 + 14,100 + 26,550). The transactions are derivative dispositions tied to the merger with BioCryst (Axel Merger Sub, Inc. merged into Astria), not open‑market sales.
• Per the merger agreement, outstanding “in‑the‑money” stock options (exercise price < $13.00) were cashed out for a cash payment equal to (shares subject to the option) × ($13.00 − exercise price). Out‑of‑the‑money options (exercise price ≥ $13.00) were canceled for no consideration. The Form 4 shows N/A for per‑share price because cash consideration was calculated under those option cancellation terms rather than a market trade.

Key Details

• Transaction date: 2026-01-23 (effective date of the merger).
• Transaction code: D (Disposition to the issuer); securities reported as Derivative.
• Total derivative shares disposed: 79,749 (sum of reported line items).
• Price/value: Not shown on the Form 4 (N/A). Cash paid for in‑the‑money options was determined by the merger formula described above.
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1 notes figures adjusted for a prior 1‑for‑6 reverse split (Aug 19, 2021). F2 explains the merger mechanics and the cash‑out formula for in‑the‑money options; out‑of‑the‑money options were canceled with no consideration (exempt under Rules 16a‑4(d) / 16b‑6(d)).
• Filing timeliness: Reported with the same date as the transaction (no late filing indicated).

Context

• These were corporate merger actions (option cancellations/cash‑outs), not routine open‑market insider sales. Such dispositions reflect the merger’s contractual treatment of outstanding options rather than a director selling stock on the open market.
• Because payment for in‑the‑money options is based on option exercise prices and merger terms, the Form 4 does not show a standard per‑share market sale price or total dollar amount on the filing.