SEC Form 4 · accession 0001140361-26-036388

AtaiBeckley Inc. · ATAI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Anne Nagengast Johnson

Officer — Chief Accounting Officer

Period of report

Sep 11, 2026

Accepted (ET)

Sep 11, 2026 · 5:44 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0002081043

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Sep 11, 2026	D	140,045	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option^F3	$5.68	Sep 11, 2026	D	326,416	D	—	Aug 20, 2030	Common Stock	326,416	D
Stock Option^F3	$5.54	Sep 11, 2026	D	200,000	D	—	Feb 11, 2032	Common Stock	200,000	D
Stock Option^F3	$2.86	Sep 11, 2026	D	71,620	D	—	Oct 21, 2032	Common Stock	71,620	D
Stock Option^F3	$1.18	Sep 11, 2026	D	500,000	D	—	Mar 14, 2033	Common Stock	500,000	D
Stock Option^F3	$1.84	Sep 11, 2026	D	550,000	D	—	Mar 13, 2034	Common Stock	550,000	D
Stock Option^F3	$1.50	Sep 11, 2026	D	757,915	D	—	Mar 3, 2035	Common Stock	757,915	D
Stock Option^F3	$3.76	Sep 11, 2026	D	525,000	D	—	Jan 30, 2036	Common Stock	525,000	D
Restricted Stock Units^F4	—	Sep 11, 2026	D	117,000	D	—	—	Common Stock	117,000	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026, by and among AtaiBeckley Inc. (the "Company"), Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), on September 11, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent.
F2At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, converted into the right to receive (i) $6.75 per share in cash, without interest, plus (ii) one contingent value right per share (each, a "CVR" and collectively, the "CVRs"), representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones, less any applicable tax withholding.
F3At the Effective Time, each outstanding stock option of the Company, subject to certain exceptions, was automatically cancelled and converted into the right to receive (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares subject to such stock option immediately prior to the Effective Time multiplied by (2) the excess of $6.75 over the applicable exercise price per share under such stock option and (B) one CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
F4At the Effective Time, each outstanding restricted stock unit ("RSU"), subject to certain exceptions, was automatically cancelled and converted into the right to receive (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares subject to such RSU immediately prior to the Effective Time multiplied by (2) $6.75 and (B) one CVR for each share subject to such RSU immediately prior to the Effective Time (without regard to vesting).