Violin Jonathan 4

What Happened
Jonathan Violin, a director of Astria Therapeutics (ATXS), reported dispositions on January 23, 2026 totaling 340,570 Astria shares. The Form 4 entries reflect transfers to the issuer in connection with the Merger with BioCryst (effective Jan 23, 2026). Under the merger terms each Astria share (excluding certain excluded/dissenting shares) converted into 0.59 of a BioCryst share and $8.55 in cash per Astria share (cash in lieu for fractional shares). The 340,570 shares therefore correspond to about $2.91 million in cash (340,570 × $8.55) plus the pro rata BioCryst stock consideration.

Key Details

• Transaction date: January 23, 2026 (Effective date of the BioCryst merger).
• Consideration per Astria share: 0.59 of a BioCryst share plus $8.55 cash (per merger agreement); the Form 4 lists the dispositions with price N/A because conversion/cash-out occurred in the transaction.
• Total Astria shares reported disposed: 340,570. Estimated cash received: ~$2.91M (before any withholding); estimated BioCryst shares received (pre-fraction): ~201,936 shares (0.59 × 340,570).
• Several Form 4 line items are derivative-related (cancellations/cash-outs of options or other equity awards). Footnote F3: in‑the‑money Astria options (exercise price < $13.00) were cashed out for a cash payment; out‑of‑the‑money options were canceled for no consideration (exempt under Rule 16a‑4(d)/16b‑6(d)).
• Filing timeliness: Reported for the same date as the merger (no late filing noted in this report).
• Shares owned after transaction: Not specified in the Form 4 (merger converted Astria shares into BioCryst shares/cash).

Context
This activity is merger-related, not an open‑market sale. Dispositions reflect the corporate conversion and cash-out of awards under the merger agreement with BioCryst—actions driven by transaction terms (including option cancellations and cash settlements)—so they should be read as transaction mechanics rather than a typical insider "sell" for liquidity or market timing.