Clauser Noah 4

What Happened
Noah Clauser, CFO of Astria Therapeutics (ATXS), recorded derivative dispositions to the issuer on January 23, 2026: 55,000 and 262,500 shares (total 317,500). These were not open‑market sales but reflect cancelled stock options in connection with Astria’s merger into BioCryst. In‑the‑money options were paid out in cash based on the merger formula (payment = shares × ($13.00 − exercise price)); out‑of‑the‑money options were canceled for no consideration.

Key Details

• Transaction date: 2026-01-23. Filing date (Form 4): 2026-01-23.
• Reported dispositions: 55,000 and 262,500 derivative shares (total 317,500). Price shown as N/A because these were option cancellations/cash payouts under the merger.
• Transaction code: D (Disposition to issuer); these are derivative transactions related to option cancellation, not market sales.
• Shares owned after the transaction: not specified in the provided filing details.
• Footnote: Under the Merger Agreement (effective Jan 23, 2026), each outstanding option with an exercise price < $13.00 was cashed out (paid in cash); options with exercise price ≥ $13.00 were canceled for no consideration and are exempt from Section 16 reporting rules (Rule 16a‑4(d) / 16b‑6(d)). Those canceled out‑of‑the‑money options are not reported here.
• Filing timeliness: Filed same day as the transaction period reported (no late filing flag noted).

Context
This action was merger-driven (a corporate change) rather than a voluntary buy or sell by the insider. For retail investors: these entries represent option cancellations and cash payouts tied to the acquisition terms, not a typical insider sale or purchase signaling sentiment.