Form 4: Astria CFO Cashes Out Options Post-BioCryst Merger

Astria Therapeutics' Chief Financial Officer, Noah Clauser, disposed of stock options for cash following the company's merger with BioCryst Pharmaceuticals.

Summary

• Noah Clauser, Chief Financial Officer of Astria Therapeutics, Inc. (ATXS), reported the disposition of his stock options on January 23, 2026.
• The transaction occurred as a result of the merger between Astria Therapeutics, Inc. and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc., effective January 23, 2026.
• Astria Therapeutics, Inc. survived the merger and became a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc.
• In-the-money stock options (exercise price less than $13.00) became fully vested, exercisable, and were canceled in exchange for a cash payment.
• The cash payment was calculated as the product of the total number of shares subject to the option and the excess of $13.00 over the option's exercise price.
• Out-of-the-money stock options (exercise price equal to or greater than $13.00) were canceled for no consideration and were not reported in this filing.
• Clauser disposed of 55,000 stock options with an exercise price of $6.51 and 262,500 stock options with an exercise price of $6.41.
• The total cash payout for these reported options amounted to approximately $2,087,425.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person due to a significant cash payout from the merger, and generally positive for Astria's in-the-money option holders. However, it's neutral to negative for out-of-the-money option holders and marks the end of Astria as an independent entity.

Positives

• CFO Noah Clauser received a significant cash payout of approximately $2.09 million from the exercise and cancellation of his in-the-money stock options.
• The merger indicates a successful acquisition for Astria Therapeutics shareholders and option holders whose options were in-the-money, providing liquidity and value realization.

Negatives

• Out-of-the-money options were canceled for no consideration, resulting in no value for those specific option holders.
• Astria Therapeutics, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc.

Future Outlook

NA

Industry Context

This transaction reflects consolidation within the biotechnology or pharmaceutical industry, where smaller companies like Astria Therapeutics are acquired by larger players such as BioCryst Pharmaceuticals. Such mergers often aim to combine pipelines, intellectual property, or market reach, leading to a restructuring of the acquired entity's ownership and executive compensation structures.

Stakeholder Impact

• Shareholders of Astria Therapeutics: Received consideration for their shares as part of the merger (implied by the option payout structure).
• Option Holders (In-the-Money): Received cash payouts for their vested options.
• Option Holders (Out-of-the-Money): Received no consideration for their options.
• Employees of Astria Therapeutics: The company is now a subsidiary of BioCryst, which could lead to integration and potential changes in roles or structure.

Key Dates

Keywords

Astria Therapeutics, ATXS, BioCryst Pharmaceuticals, Merger, Acquisition, Stock Options, Form 4, Insider Transaction, Executive Compensation, Noah Clauser, CFO