Form 4: Athira Pharma CEO Reports RSU Vesting and Tax-Related Stock Sale

Athira Pharma's President and CEO, Mark James Litton, reported the vesting of restricted stock units and a subsequent 'sell to cover' transaction for tax obligations.

Summary

• Mark James Litton, President and CEO of Athira Pharma, Inc. (ATHA), reported transactions involving the company's common stock.
• On December 31, 2025, 10,834 Restricted Stock Units (RSUs) vested and converted into common stock.
• These RSUs represent the final one-third tranche of a 32,500 RSU grant awarded on October 1, 2024.
• On January 2, 2026, 2,586 shares of common stock were sold at a weighted-average price of $6.88 per share.
• This sale was a mandatory 'sell to cover' transaction to satisfy tax withholding and remittance obligations, not a discretionary sale by Dr. Litton.
• All reported share numbers have been adjusted to reflect the issuer's 10-for-1 reverse stock split completed on September 17, 2025.
• Shares received upon settlement of the RSUs are subject to a lock-up agreement with Cantor Fitzgerald & Co., entered into in connection with the issuer's private placement in December 2025.
• Following these transactions, Dr. Litton directly beneficially owns 40,828 shares of common stock.
• Additionally, Dr. Litton indirectly beneficially owns 1,968 shares of common stock held across three irrevocable trusts (656 shares each) for the benefit of his children.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including RSU vesting and a non-discretionary 'sell to cover' for tax obligations. It does not contain information that significantly alters the company's fundamental outlook, thus maintaining a neutral sentiment.

Positives

• The vesting of Restricted Stock Units indicates continued compensation and retention of the President and CEO.
• The reported sale of shares was non-discretionary, solely to cover tax withholding obligations, rather than a voluntary divestment of company stock.

Negatives

• A portion of the shares received from RSU vesting were sold, resulting in a reduction of the reporting person's direct beneficial ownership.

Risks

• Shares received upon RSU settlement are subject to a lock-up agreement, which may restrict the reporting person's ability to sell these shares for a specified period.

Future Outlook

N/A. This Form 4 reports historical insider transactions and does not contain forward-looking statements or guidance from the company regarding its future outlook.

Industry Context

N/A. This Form 4 reports individual insider transactions and does not provide sufficient information for broader industry context or competitive analysis.

Related Party Transactions

• Mark James Litton indirectly beneficially owns common stock held by Irrevocable Trust of OSL for the benefit of his children.
• Mark James Litton indirectly beneficially owns common stock held by Irrevocable Trust of SWL for the benefit of his children.
• Mark James Litton indirectly beneficially owns common stock held by Irrevocable Trust of WGL for the benefit of his children.

Stakeholder Impact

• Shareholders: Provides transparency regarding insider stock ownership and transactions, confirming that the recent sale was for tax purposes rather than a discretionary divestment.
• Employees: N/A
• Customers: N/A
• Suppliers: N/A
• Creditors: N/A

Key Dates

Recommendation

This Form 4 details routine insider transactions, specifically the vesting of restricted stock units and a subsequent non-discretionary 'sell to cover' sale for tax purposes. Such transactions are common and do not typically reflect a change in management's outlook or the company's fundamentals. Therefore, it does not provide new information warranting a change from a 'hold' position.

Keywords

Athira Pharma, ATHA, Form 4, Insider Transaction, Mark James Litton, Restricted Stock Units, RSU, Sell to Cover, Stock Sale, CEO, Director, Private Placement, Reverse Stock Split