AtaiBeckley (ATAI) Director Amir H. Kalali Sells 460,634 Shares

What Happened

• Amir H. Kalali, a director of AtaiBeckley Inc. (ATAI), disposed of a total of 460,634 shares/units on 2026-09-11 in connection with the company’s merger with Eli Lilly. The disposals consist of 4,666 common shares and 455,968 derivative interests (stock options) that were converted/cancelled.
• Per the merger terms, each AtaiBeckley share was converted into $6.75 in cash (without interest) plus one contingent value right (CVR) per share. The cash portion for 460,634 shares is about $3.11 million; the CVRs represent the right to receive up to an additional $2.50 per CVR (up to ~ $1.15 million aggregate) if specified milestones are met. Options were cancelled and converted into cash equal to the excess of $6.75 over each option’s exercise price (plus CVRs) per the filing.

Key Details

• Transaction date: September 11, 2026 (Effective Time of the merger).
• Consideration: $6.75 per outstanding share in cash + one CVR per share (CVRs contingent on clinical/regulatory milestones); tax withholding may apply.
• Breakdown: 4,666 common shares; 455,968 derivative interests (options) converted — total 460,634.
• Estimated immediate cash received (common-share conversion): ~ $3.11M; potential additional contingent amount if all CVR milestones met: up to ~ $1.15M.
• Filing timeliness: Reported on 2026-09-11 (same date as transaction), so appears timely.
• Footnotes: F1–F3 describe the merger with Eli Lilly and the mechanics — common shares converted into cash + CVRs and stock options cancelled/converted into cash and CVRs.

Context

• This is a merger-related disposition (conversion/cancellation) rather than an open-market sale. Such transactions are routine when a company is acquired and do not necessarily signal insider sentiment about ongoing operations.
• Derivative-line disposals indicate options were cashed out per the merger formula (not an exercise-and-sale by the insider). The CVRs are contingent payments tied to future milestones, so their future value is uncertain.