AtaiBeckley (ATAI) Proxy filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Eli Lilly and Company, with closing expected in Q3 2026, pending shareholder and regulatory approvals.

• Transaction provides immediate value to shareholders and employees, with additional upside through contingent value rights.

• Both companies will operate independently until closing; integration planning is underway.

• No changes planned for ongoing clinical trials or employee roles prior to closing.

• AtaiBeckley stock will be delisted and deregistered post-closing, becoming a wholly owned subsidiary of Lilly.

Voting matters and shareholder proposals

• Stockholders will vote on the merger agreement at a special meeting; proxy materials will be mailed to eligible voters.

• Voting rights are retained by stockholders as of the record date.

Board of directors and corporate governance

• Board of Directors evaluated and approved the transaction, citing Lilly as the best partner to realize the company’s scientific and shareholder value.

• Governance, leadership, and integration matters will follow Lilly’s standard processes post-closing.