KISHBAUCH MICHAEL D 4

What Happened

• Michael D. Kishbauch, a director of Astria Therapeutics (ATXS), had derivative securities covering a total of 79,749 underlying shares disposed/canceled on January 23, 2026. The disposals are reported as "Disposition to the issuer" (code D) and arise from the merger with BioCryst, not an open-market sale.
• The filing shows N/A for per‑share prices because in‑the‑money options were cashed out under the merger agreement for a cash amount equal to (number of shares) × ($13.00 − option exercise price). Out‑of‑the‑money options were canceled for no consideration. The reported share counts reflect a prior 1-for-6 reverse stock split.

Key Details

• Transaction date: January 23, 2026 (filing date also Jan 23, 2026) — filing appears timely.
• Transaction type: Disposition to issuer (derivative securities canceled/settled under merger).
• Reported line-item disposals: 16,666; 8,333; 14,100; 14,100; and 26,550 underlying shares — total 79,749 (post 1-for-6 reverse split).
• Price / cash: N/A in the Form 4; cash payment for in‑the‑money options computed per merger formula (see Context). Out‑of‑the‑money options canceled for no consideration.
• Shares owned after transaction: not stated in the provided report.
• Footnotes: F1 = counts adjusted for 1-for-6 reverse split (Aug 19, 2021). F2 describes merger cash‑out mechanics and exemption for canceled out‑of‑the‑money options.

Context

• These dispositions were merger-related (Axel Merger Sub, Inc. merged into Astria, making Astria a BioCryst subsidiary). They reflect option cancellation/settlement mechanics in the merger agreement rather than routine insider selling or a 10b5-1 plan.
• For retail investors: merger cash‑outs and option cancellations are common M&A outcomes and do not necessarily signal management sentiment about ongoing company operations. The cash paid (if any) depends on each option’s exercise price relative to $13.00 as specified in the merger agreement.