AtaiBeckley (ATAI) Chief Legal & Business Officer Surrenders Shares in Merger

What Happened

• Barrett Christopher Ryan Cave, Chief Legal and Business Officer of AtaiBeckley Inc. (ATAI), had multiple dispositions to the issuer on September 11, 2026, totaling 3,798,333 shares. Under the merger agreement with Eli Lilly, each ATAI share converted into $6.75 cash plus one contingent value right (CVR). The cash component for these shares equals about $25.64 million; the CVRs represent up to an additional $2.50 per share (aggregate potential up to ~ $9.50M), payable only if specified milestones are met.
• Several of the disposed items were derivative instruments (options/RSUs) that were cancelled and converted into the same cash-and-CVR consideration per the merger terms (see footnotes describing automatic cancellation/conversion of options and RSUs).

Key Details

• Transaction date: 2026-09-11 (Effective time of the merger).
• Transaction code: D — Disposition to issuer (surrender/conversion in connection with the merger). Prices shown as N/A in the Form 4 because holders received merger consideration (cash + CVRs) rather than an open-market price.
• Cash consideration: $6.75 per share → ~ $25.64M for 3,798,333 shares (before applicable tax withholdings).
• Contingent consideration: 1 CVR per share, each CVR may pay up to $2.50 upon achievement of specified clinical/regulatory milestones (aggregate potential ≈ $9.50M).
• Derivative treatment: Outstanding stock options were cancelled and converted into cash equal to (shares × ($6.75 − exercise price)) plus CVRs; RSUs were cancelled and converted into $6.75 per share cash plus CVRs (per filing footnotes).
• Shares owned after transaction: The filing does not list post-transaction holdings; at the Effective Time all outstanding common shares were converted under the merger.
• Timeliness: Filing dated 2026-09-11 (same day as the merger effective date), no late filing indicated.

Context

• This activity is a merger-related corporate action, not an open-market sale or purchase that signals day-to-day insider trading intent. The insider received merger consideration (cash + contingent rights) according to the Agreement and Plan of Merger with Eli Lilly; derivative awards were cancelled and converted per the merger terms.