Catalyst (CPRX) Chief Legal Officer Brian Elsbernd Sells Shares

What Happened

• Brian Elsbernd, Chief Legal Officer of Catalyst Pharmaceuticals (CPRX), reported dispositions in connection with the company’s acquisition by Angelini Pharma S.p.A. On 2026-07-15 he disposed of 242,501 common shares at $31.50 per share for proceeds of $7,638,782. Multiple additional equity awards (stock options and RSUs) were cancelled and converted into cash consideration as part of the merger (those derivative line items show $0 on the Form 4 but are addressed in the footnotes).

Key Details

• Transaction date: 2026-07-15; Form 4 filed 2026-07-17 (filed within the typical two-business-day window).
• Reported cash proceeds for common shares: 242,501 shares × $31.50 = $7,638,782.
• Other reported dispositions (options and RSUs) show $0 on the Form 4 because they were cancelled and converted into the right to receive cash under the merger terms (see footnotes).
• Footnotes: options were fully vested; each option converted into a cash payment equal to (31.50 − option strike) × number of option shares; each RSU converted into a cash payment equal to 31.50 × RSU shares; payments subject to applicable tax withholdings and deductions.
• Shares owned after the transactions: not specified in the provided filing.

Context

• These dispositions were part of the merger consideration (a disposition to the issuer/merger transaction), not an open-market sale. The derivative items reflect cancellations/conversions rather than exercises followed by market sales.
• This type of filing documents the cash-out of an insider’s equity in a corporate acquisition and is informative about transaction mechanics rather than indicating a discretionary sell/buy decision by the insider.