Form 4: Astria CBO Cashes In Options Post-BioCryst Merger

Astria Therapeutics' Chief Business Officer, Andrea Matthews, received a significant cash payout for her in-the-money stock options following the company's merger with BioCryst Pharmaceuticals.

Summary

• Andrea Matthews, Chief Business Officer of Astria Therapeutics, Inc. (ATXS), reported changes in her beneficial ownership of derivative securities.
• The changes occurred on January 23, 2026, as a result of a merger between Astria Therapeutics, Inc. and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc. ('BioCryst').
• Under the merger agreement dated October 14, 2025, Astria Therapeutics, Inc. survived as a wholly-owned subsidiary of BioCryst.
• All 'In-the-Money Options' (exercise price less than $13.00) held by Ms. Matthews became fully vested and exercisable at the effective time of the merger.
• These in-the-money options were canceled in exchange for a cash payment equal to the product of the number of shares subject to the option and the excess of $13.00 over the option's exercise price.
• Ms. Matthews' in-the-money options included 32,812 shares at an exercise price of $6.51, 20,000 shares at $10.82, and 262,500 shares at $6.41.
• Options with an exercise price equal to or greater than $13.00 ('Out-of-the-Money Options') were canceled for no consideration and are not reported in this filing.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting individual due to a significant cash payout from the merger. However, it's neutral to slightly negative for Astria Therapeutics as an independent entity, as it has been acquired.

Positives

• Andrea Matthews received a substantial cash payout totaling $1,987,640.88 for her in-the-money stock options.
• The merger provided liquidity for vested stock options at a valuation of $13.00 per share for in-the-money options.

Negatives

• Astria Therapeutics, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc.
• Any stock options with an exercise price equal to or greater than $13.00 were canceled for no consideration, resulting in a loss of potential value for the holders of those options.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the future operations or financial performance of Astria Therapeutics or BioCryst Pharmaceuticals, beyond the completion of the merger.

Industry Context

This transaction represents a consolidation within the biotechnology and pharmaceutical sector, where larger companies often acquire smaller, specialized firms to expand their pipeline or market share. The acquisition of Astria Therapeutics by BioCryst Pharmaceuticals indicates strategic alignment or value recognition in Astria's assets or capabilities.

Related Party Transactions

• The cancellation of stock options and subsequent cash payment to Andrea Matthews, an officer of Astria Therapeutics, Inc., constitutes a related party transaction as part of the merger agreement.

Stakeholder Impact

• Shareholders of Astria Therapeutics, Inc. would have received consideration for their shares as part of the merger, leading to the company becoming a private entity under BioCryst.
• Employees holding in-the-money stock options, such as Andrea Matthews, received cash payouts, while those with out-of-the-money options saw them canceled without consideration.

Next Steps

• Astria Therapeutics, Inc. will continue operations as a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc.

Key Dates

Keywords

Astria Therapeutics, BioCryst Pharmaceuticals, Merger, Stock Options, Form 4, Insider Transaction, Acquisition, ATXS, Chief Business Officer