Form 4: Astria Therapeutics Officer's Post-Merger Option Payout

Astria Therapeutics' Chief Legal Officer, Benjamin Harshbarger, received over $2 million in cash for his in-the-money stock options following the company's merger with BioCryst Pharmaceuticals.

Summary

• Benjamin Harshbarger, Chief Legal Officer of Astria Therapeutics, Inc. (ATXS), reported changes in beneficial ownership of derivative securities.
• The changes occurred on January 23, 2026, following the merger of Astria Therapeutics with Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc.
• Astria Therapeutics became a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc. as a result of the merger.
• In-the-money stock options (exercise price less than $13.00) held by Mr. Harshbarger became fully vested 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 are not reported in this filing.
• Mr. Harshbarger received a total cash payout of $2,088,758.32 for his in-the-money options.

Sentiment

Score: 6

Explanation: The filing reports a standard post-merger transaction for an officer's stock options. It is positive for the reporting person who received a cash payout for in-the-money options, but neutral for the company as the merger was a pre-announced event. The cancellation of out-of-money options is a negative for those specific option holders.

Positives

• Reporting Person Benjamin Harshbarger received a significant cash payout of $2,088,758.32 for his in-the-money stock options.
• The merger successfully completed, indicating a strategic outcome for Astria Therapeutics shareholders as per the merger agreement.

Negatives

• Out-of-the-money stock options held by the reporting person were canceled for no consideration.
• Astria Therapeutics, Inc. ceased to be an independent publicly traded entity.

Risks

• Holders of out-of-the-money options received no value for those options upon the merger's completion.

Future Outlook

Astria Therapeutics, Inc. is now a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc., and its independent operations and public trading have ceased. The future outlook for the former Astria Therapeutics assets and operations will be integrated into BioCryst's strategic plans.

Management Comments

• "These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021."
• "Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, by and among the Issuer, BioCryst Pharmaceuticals, Inc. ("BioCryst"), and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst, on January 23, 2026, Axel Merger Sub, Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of BioCryst (the "Merger")."
• "At the effective time of the Merger (the "Effective Time"), each Issuer stock option for which the applicable exercise price was less than $13.00 (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time became fully vested and exercisable and was canceled in exchange for the payment in cash equal to the product of (i) the total number of shares of common stock subject to such canceled In-the-Money Option immediately prior to the Effective Time and (ii) the excess of $13.00 over the exercise price per share subject to each such canceled In-the-Money Option, without interest."
• "At the Effective Time, each Issuer stock option for which the applicable exercise price was equal to or greater than $13.00 (each, an "Out-of-the-Money Option") that was outstanding immediately prior to the Effective Time was canceled for no consideration, which cancelation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-4(d) and Rule 16b-6(d) thereunder."

Industry Context

This transaction reflects ongoing consolidation within the biotechnology and pharmaceutical sectors, where larger companies like BioCryst Pharmaceuticals acquire smaller, often clinical-stage, companies like Astria Therapeutics to expand their pipelines or gain access to specific technologies or assets. Such mergers are common strategies for growth and portfolio diversification in the highly competitive and capital-intensive drug development industry.

Comparison to Industry Standards

• The merger consideration of $13.00 per share for Astria Therapeutics, Inc. options can be compared to recent acquisition premiums in the biotech sector. Similar acquisitions of clinical-stage companies often involve premiums over pre-announcement trading prices, reflecting the value of pipeline assets and potential future revenues.
• The structure of option treatment, where in-the-money options are cashed out and out-of-the-money options are canceled for no consideration, is a standard practice in corporate mergers and acquisitions, aligning with the financial outcomes for common shareholders.

Corporate Governance

Stakeholder Impact

• Shareholders (former Astria): Received consideration as per the merger agreement, leading to the cessation of their ownership in a publicly traded Astria.
• Option Holders (Astria employees/executives): Those with in-the-money options received cash payouts, while those with out-of-the-money options had them canceled for no value.
• Employees (former Astria): Now employees of a BioCryst subsidiary, subject to BioCryst's corporate structure and policies.

Next Steps

• Astria Therapeutics, Inc. will continue its operations as a wholly-owned subsidiary of BioCryst Pharmaceuticals, Inc.
• Integration of Astria's assets and operations into BioCryst's corporate structure.

Key Dates

Keywords

Astria Therapeutics, ATXS, BioCryst Pharmaceuticals, merger, acquisition, stock options, insider transaction, Form 4, beneficial ownership, Chief Legal Officer, Benjamin Harshbarger