Russo Gregg 4

What Happened
Gregg Russo, Chief Human Resources Officer of Catalyst Pharmaceuticals (CPRX), had a tranche of restricted stock units vest on February 17, 2026. The vesting converted to 687 shares of common stock. To satisfy withholding taxes, 211 of those shares were withheld by the company, resulting in a net delivery of 476 shares to Russo. The filing shows no cash was paid by Russo for these shares (conversion/vesting rather than a market purchase).

Key Details

• Transaction date: 2026-02-17 (Form 4 filed 2026-02-19 — timely within the two-business-day window).
• Primary transactions reported:
  • Code M (exercise/conversion of derivative): 687 shares acquired via RSU vesting.
  • Code F (payment of tax liability): 211 shares withheld by the company to cover taxes (treated as disposition).
• Price/Value: No cash price reported for the conversion; one derivative entry shows $0 for a disposition of 687 shares (reflects conversion/delivery mechanics, not a sale).
• Net shares delivered to the insider: 476 shares (687 vested − 211 withheld).
• Shares owned after the transaction: Not stated in the provided filing details.
• Relevant footnotes from the filing:
  • F1: Each RSU converts to one share upon vesting.
  • F2: Shares were withheld to satisfy applicable withholding taxes.
  • F3: RSUs vest in five equal annual tranches (1/5th each year beginning Feb 13, 2026).
  • F4: Shares required to be delivered within 60 days of vesting; first tranche delivered Feb 17, 2026.

Context
This was a routine compensation vesting event (restricted stock units converting to common stock), not an open-market purchase or sale. Withholding shares for taxes is common and does not necessarily signal the insider’s view on the stock. Such awards increase the insider’s equity stake but also represent typical employee compensation and potential dilution to existing shareholders.