Catalyst (CPRX) CCO Del Carmen Sells Shares in Merger Cash-Out

What Happened
Del Carmen (Chief Commercial Officer) disposed of a total of 1,051,183 Catalyst (CPRX) shares in connection with the company’s acquisition by Angelini Pharma. On 2026-07-15 she sold 14,337 common shares at $31.50 per share for $451,616. The remaining 1,036,846 reported units were derivative awards (stock options and restricted stock units) that were cancelled and converted into cash payments as part of the merger.

Key Details

• Transaction date: 2026-07-15; Form 4 filed 2026-07-17 (filing marked late: L).
• Reported sale price for directly held shares: 14,337 shares at $31.50 = $451,616.
• Additional 1,036,846 units shown as derivative dispositions (listed at $0 on Form 4) were cancelled and converted to cash under the merger terms.
• Per footnotes: RSUs converted to cash equal to $31.50 per RSU; options converted to cash equal to ( $31.50 - option strike ) × shares; payments are without interest and net of applicable tax withholdings.
• All reported options were vested and vested in full at the merger.
• Disposition code "D" indicates tender/transfer to the issuer as part of the merger, not an open-market sale.
• Shares owned after these transactions are not provided in the supplied filing data.

Context
This activity reflects merger consideration/treatment of equity (tender and cash-out of awards) rather than a voluntary open-market sale or a new purchase. Derivative cancellations converted equity awards into cash per the merger agreement; the filed Form 4 shows $0 for those line items because the payment computation depends on award strike/principal amounts and tax withholdings (see footnotes). The late filing (L) is administrative — investors should note timed reporting but not infer trading intent from a corporate-acquisition cash-out.