Matthews Andrea 4

What Happened
Andrea Matthews, Chief Business Officer of Astria Therapeutics (ATXS), reported dispositions to the issuer on January 23, 2026 totaling 315,312 derivative shares: 32,812; 20,000; and 262,500. The Form 4 shows no per‑share price or total cash amount on the form (reported as N/A) because these dispositions resulted from the company's merger with BioCryst. Per the merger agreement, outstanding in‑the‑money options (exercise price < $13.00) were vested, canceled, and paid out in cash equal to (number of shares × ($13.00 − exercise price)); out‑of‑the‑money options (exercise price ≥ $13.00) were canceled for no consideration.

Key Details

• Transaction date: 2026-01-23 (Effective Time of the merger)
• Reported disposals (derivative): 32,812; 20,000; 262,500 — total 315,312 shares
• Price/total cash on Form 4: N/A (cash payments for in‑the‑money options described in footnote)
• Shares owned after transaction: not disclosed on this filing
• Notable footnote: Merger with BioCryst (Agreement and Plan of Merger dated Oct 14, 2025); in‑the‑money options cashed out per formula; out‑of‑the‑money options canceled for no consideration (exempt under Rule 16a‑4(d) and Rule 16b‑6(d))
• Filing timeliness: Reported with period and filing date of 2026‑01‑23 (no late filing indicated)

Context
These are derivative dispositions tied to a corporate merger, not open‑market sales. In‑the‑money options were effectively cashed out (a corporate cash settlement), while out‑of‑the‑money options were canceled without payment; the Form 4 lists the cancellations/dispositions but does not state the cash payout amounts on the face of the filing. Such merger‑driven cancellations are administrative outcomes of the transaction and do not necessarily indicate the insider’s personal trading intent.