AGARWAL SUNIL 4

Accession 0000905148-26-000311

CIK 0001454789other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 4:15 PM ET

Size

8.1 KB

Accession

0000905148-26-000311

AI-generated summary of this filing

Updated Jan 23, 2026

Astria (ATXS) Director Sunil Agarwal Cancels 54,750 Option Shares

What Happened

Sunil Agarwal, a director of Astria Therapeutics (ATXS), recorded dispositions to the issuer on January 23, 2026 that cancel a total of 54,750 derivative shares (28,200 and 26,550). The Form 4 shows these as dispositions to the issuer (derivative securities) and reports no per‑share or total cash amount.
A filing footnote explains these cancellations occurred at the effective time of Astria’s merger into BioCryst: each outstanding in‑the‑money option (exercise price < $13.00) vested and was canceled in exchange for a cash payment equal to (number of underlying shares) × ($13.00 − exercise price). The Form 4 itself does not disclose the individual exercise prices or total cash received.

Key Details

Transaction date: 2026-01-23 (filed 2026-01-23) — filing appears timely.
Transaction type/code: Disposition to issuer (D) of derivative securities — cancellation of option‑underlying shares due to merger consideration.
Shares disposed: 28,200 and 26,550 (total 54,750).
Price/value reported: N/A on the Form 4; payout determined per footnote formula: (# shares) × ($13.00 − exercise price).
Shares owned following the transactions: not reported in this filing.
Footnote: Transactions resulted from an Agreement and Plan of Merger (Oct 14, 2025) with BioCryst; in‑the‑money Astria options vested and were cashed out at the stated formula.

Context

These were not open‑market sales by the director but cancellations of option positions settled for cash as part of the merger. That means the filing documents a corporate‑transaction settlement rather than a discretionary insider sale or purchase.
Because the cash payout depends on each option’s exercise price (not listed here), the exact proceeds to the insider are not disclosed in this Form 4.

Form 4Exit

Period: 2026-01-23

Director

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
[F1]
2026-01-23−28,200→ 0 total
Exercise: $11.40→ Common Stock (28,200 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1]
2026-01-23−26,550→ 0 total
Exercise: $5.79→ Common Stock (26,550 underlying)

Footnotes (1)

[F1]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.

Signature

/s/ Ben Harshbarger, as attorney-in-fact for Sunil Agarwal|2026-01-23

1 file

Astria Therapeutics, Inc.

CIK 0001454789

Entity typeother