Form 4: Athira Pharma CSO Reports Recent Stock Transactions

Sentiment:

Insider Transaction Report 5 January 2026 7:50 PM

Athira Pharma's Chief Scientific Officer, Kevin Church, reported recent stock acquisitions through an employee plan and RSU vesting, alongside a sale to cover tax obligations.

Capital raiseThe filing mentions a "private placement in December 2025" where a lock-up agreement was entered into with Cantor Fitzgerald & Co. for shares received upon RSU settlement. This indicates a recent capital raise activity by the issuer.

Summary

Kevin Church, Chief Scientific Officer of Athira Pharma, Inc. (ATHA), reported several transactions involving the company's common stock.
On November 18, 2025, Church acquired 1,000 shares of common stock at $2.31 per share through the Athira Pharma, Inc. 2020 Employee Stock Purchase Plan (ESPP). These shares were purchased at 85% of the closing price on that date.
On December 31, 2025, 3,667 Restricted Stock Units (RSUs) vested and converted into common stock. These RSUs were part of a grant made on October 1, 2024, with a vesting schedule of one-third on December 31, 2024, June 30, 2025, and December 31, 2025.
On January 2, 2026, Church sold 876 shares of common stock at a weighted-average price of $6.88 per share to cover tax withholding and remittance obligations related to the RSU vesting. This was a mandatory "sell to cover" transaction, not a discretionary sale.
The reported share numbers reflect a 10-for-1 reverse stock split completed on September 17, 2025.
Following these transactions, Kevin Church beneficially owns 20,681 shares of common stock directly.

Sentiment

Score: 5

Explanation: The filing is a routine Form 4 detailing insider transactions, including both acquisitions (ESPP, RSU vesting) and a non-discretionary sale for tax purposes. It provides transparency but does not inherently signal strong positive or negative sentiment regarding the company's prospects.

Positives

An insider (Chief Scientific Officer) acquired 1,000 shares of common stock through the Employee Stock Purchase Plan (ESPP) at a discounted price of $2.31, indicating participation in employee ownership programs.
The vesting of 3,667 Restricted Stock Units (RSUs) demonstrates continued equity compensation and retention of key management.

Negatives

The sale of 876 shares at a weighted-average price of $6.88 to cover tax obligations, while non-discretionary, reduces the insider's direct holdings.

Risks

Shares received upon RSU settlement are subject to a lock-up agreement with Cantor Fitzgerald & Co. entered into in connection with the Issuer's private placement in December 2025, which could impact future liquidity for the reporting person.

Future Outlook

The remaining RSUs granted on October 1, 2024, have fully vested as of December 31, 2025. Shares received from RSU settlement are subject to a lock-up agreement from a December 2025 private placement, which will restrict their sale for an unspecified period.

Management Comments

The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Athira Pharma, Inc. 2020 Employee Stock Purchase Plan ("ESPP").
The reported number of shares in this Form 4 has been adjusted to reflect the impact of the Issuer's 10-for-1 reverse stock split completed on September 17, 2025.
Represents shares of common stock sold to cover tax withholding and remittance obligations in connection with the vesting of restricted stock units ("RSU") pursuant to mandatory "sell to cover" policies maintained by the issuer and provisions contained in the reporting person's applicable RSU agreement, and does not represent a discretionary sale by the reporting person.
No additional shares of common stock were sold by the reporting person and the shares of common stock 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.
The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Industry Context

This Form 4 filing details routine insider transactions (ESPP purchases, RSU vesting, and tax-related sales) for a Chief Scientific Officer at a pharmaceutical company. Such filings are common across all industries and primarily provide transparency into insider holdings and compensation mechanisms. The mention of a reverse stock split and a private placement suggests the company has recently undertaken corporate finance activities, which is not uncommon for biotech/pharma companies seeking to manage share price and raise capital.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Equity Plan Utilization	The reporting person acquired shares through the Athira Pharma, Inc. 2020 Employee Stock Purchase Plan ("ESPP") and received shares from Restricted Stock Units granted under the Issuer's 2020 Equity Incentive Plan ("the Plan").	Ongoing	Demonstrates active use of established equity compensation and employee ownership programs, aligning insider interests with shareholders.
Compliance Policy	The sale of shares to cover tax withholding was executed pursuant to mandatory "sell to cover" policies maintained by the issuer and provisions in the RSU agreement, and is exempt under Rule 16b-3(c).	Ongoing	Highlights adherence to regulatory compliance and internal corporate policies for managing equity compensation and tax obligations.
Regulatory Compliance	The transaction made pursuant to the ESPP is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).	Ongoing	Indicates proactive measures to ensure insider trading compliance and mitigate risks associated with non-public information.

Stakeholder Impact

Shareholders: Provides transparency into the holdings and compensation activities of a key executive. The non-discretionary nature of the sale for taxes might reassure investors that it's not a signal of lack of confidence. The lock-up agreement indicates commitment from the insider for a period.
Employees: Highlights the availability and utilization of employee stock purchase plans and equity incentive plans as part of compensation.

Next Steps

The lock-up agreement related to the December 2025 private placement will eventually expire, potentially allowing for future sales of the locked-up shares.

Key Dates

Date	Description
2024-10-01	Grant date of 11,000 RSUs to Kevin Church.
2024-12-31	First vesting date for one-third of the granted RSUs.
2025-05-19	Start of the ESPP Offering Period.
2025-06-30	Second vesting date for one-third of the granted RSUs.
2025-09-17	Completion date of the Issuer's 10-for-1 reverse stock split.
2025-11-18	End of the ESPP Purchase Period and transaction date for ESPP share acquisition.
2025-12-31	Third vesting date for one-third of the granted RSUs and transaction date for RSU conversion.
2025-12	Month of the Issuer's private placement where a lock-up agreement was entered into.
2026-01-02	Transaction date for the sale of shares to cover tax withholding obligations.
2026-01-05	Signature date of the Form 4 filing.

Keywords

Athira Pharma, ATHA, Form 4, Insider Trading, Kevin Church, Chief Scientific Officer, ESPP, Restricted Stock Units, RSU, Stock Split, Sell to Cover, Equity Compensation, Private Placement

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.