Cole Hugh M 4

What Happened
Cole Hugh, a director of Astria Therapeutics, reported derivative dispositions to the issuer on January 23, 2026 totaling 79,749 shares (16,666 + 8,333 + 14,100 + 14,100 + 26,550). The filing shows these were dispositions to the issuer (not open-market sales) tied to Astria’s merger into BioCryst. No per-share price is reported on the Form 4; payment was made under the merger terms described in the filing (see Key Details).

Key Details

• Transaction date: January 23, 2026. Transaction code: D (Disposition to issuer); all entries are derivative transactions.
• Total shares disposed: 79,749 (individual line items shown above). Prices listed as N/A on the Form 4.
• How payment was determined: under the merger agreement, each “in‑the‑money” Astria option was canceled in exchange for a cash payment equal to (number of shares covered) × (excess of $13.00 over the option’s exercise price). The filing does not list the exercise prices or total cash amount paid to the reporting person.
• Out‑of‑the‑money options were canceled for no consideration and are not reported in this Form 4 (per filing).
• Footnote: share counts are adjusted for Astria’s 1-for-6 reverse split effected Aug 19, 2021.
• Filing timeliness: reported for the same date as the Merger (filed Jan 23, 2026) — no late filing indicated.

Context
These dispositions were part of a corporate acquisition (Axel Merger Sub/BioCryst merging Astria) and reflect option cancellations and merger payouts rather than open-market trading decisions. For in‑the‑money options, the director received cash per the merger formula; out‑of‑the‑money options were canceled without payment. Such merger-driven transactions are corporate actions and do not necessarily signal the insider’s view on the company’s future performance.