Milne Jill C. 4

What Happened
Jill C. Milne, CEO, President and Director of Astria Therapeutics, reported dispositions on January 23, 2026 related to the merger with BioCryst. The filing shows: 4,377 shares of Astria common stock were converted/disposed, and 195,000 and 761,000 derivative shares (related to stock options) were canceled/settled — a total of 960,377 shares/options. Under the merger terms, each Astria common share (other than certain excluded shares) was converted into 0.59 of a share of BioCryst common stock and $8.55 in cash per Astria share (cash in lieu for fractional shares). In-the-money Astria options (exercise price < $13.00) were cancelled in exchange for a cash payment equal to (number of option shares) × ($13.00 − exercise price); out-of-the-money options were cancelled for no consideration and are not reported.

Key Details

• Transaction date: January 23, 2026 (Effective time of the merger).
• Reported dispositions: 4,377 common shares; 195,000 derivative (option) shares; 761,000 derivative (option) shares — total 960,377.
• Merger consideration (per share): 0.59 share of BioCryst common stock plus $8.55 cash (cash portion for 4,377 shares ≈ $37,423).
• Derivative treatment: In‑the‑money options cashed out per formula in Footnote F3; out‑of‑the‑money options cancelled for no consideration (see Remarks).
• Adjustments: Share counts reflect prior reverse splits (1-for-10 in 2018 and 1-for-6 in 2021) (F1).
• Filing timeliness: Report lists the transaction and is dated the same day (Jan 23, 2026), so appears timely.

Context
These transactions are merger-related dispositions rather than open‑market sales or voluntary exercises. The cash payments for options and the share conversion are contractual merger consideration, not necessarily indicative of insider sentiment about the company’s standalone prospects.