Komjathy Andrew 4

What Happened

• Andrew Komjathy, Chief Commercial Officer of Astria Therapeutics (ATXS), reported dispositions to the issuer on Jan 23, 2026 totaling 280,100 Astria shares (10 + 45 + 45 common shares and 55,000 + 225,000 derivative shares). These dispositions were made in connection with the merger by which Astria became a wholly‑owned subsidiary of BioCryst.
• Under the merger terms, each outstanding Astria share (other than certain excluded shares) was converted into the right to receive $8.55 in cash (no interest) and 0.59 of a share of BioCryst common stock (cash in lieu for fractional shares). Certain in‑the‑money Astria options were cashed out per the merger agreement; out‑of‑the‑money options were canceled for no consideration.

Key Details

• Transaction date: 2026-01-23; transaction code: D (Disposition to issuer).
• Shares disposed: 280,100 total (100 common shares across accounts + 280,000 equivalent derivative shares); per‑share cash component: $8.55 plus 0.59 BioCryst shares.
• Price field reported as N/A on Form 4 because consideration was paid per merger terms rather than an open‑market trade.
• Small blocks (10, 45, 45) include shares held in a UTMA account and an adult child’s account; the reporting person disclaims beneficial ownership over those holdings except for any indirect pecuniary interest (footnotes F2, F3).
• Derivative dispositions reflect option cancellations/payments under the merger (see footnote F4); out‑of‑the‑money options were canceled for no consideration and are not reported.
• Filing appears to be contemporaneous with the merger effective date (filed 2026-01-23); no late filing flag shown.

Context

• These dispositions were a corporate transaction tied to the merger, not open‑market sales; proceeds were paid as merger consideration (cash + BioCryst shares), so this is not an insider “sell signal” in the usual sense of market sales.
• For options: in‑the‑money options were settled for cash equal to the spread as described in the merger agreement; out‑of‑the‑money options were canceled for no consideration.