CATALYST PHARMACEUTICALS, INC.·4

Jul 17, 4:15 PM ET

Thompson Tamar 4

4 · CATALYST PHARMACEUTICALS, INC. · Filed Jul 17, 2026

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Catalyst Pharmaceuticals (CPRX) Director Tamar Thompson Sells Shares in Merger

What Happened
Tamar Thompson, a director of Catalyst Pharmaceuticals (CPRX), reported dispositions related to the July 15, 2026 closing of Catalyst's acquisition by Angelini Pharma. Thompson sold 3,773 shares at $31.50 each, generating $118,850. In addition, several option and restricted-stock-unit (RSU) awards were cancelled and converted into cash payments under the merger agreement (these derivative disposals are reported at $0 on the Form 4).

Key Details

  • Transaction date: 2026-07-15; Form 4 filed 2026-07-17.
  • Open-market sale: 3,773 shares @ $31.50 = $118,850.
  • Derivative disposals (reported as $0 on Form 4): 40,000; 29,524; 23,248; 18,115; 1,414; 1,894; and 5,468 shares (these represent options and RSUs cancelled in the Merger).
  • Footnotes: the disposals occurred in connection with consummation of the merger with Angelini Pharma S.p.A. Options were cancelled and converted into cash equal to (31.50 less the option strike) × number of option shares; RSUs were cancelled and converted into cash equal to $31.50 × number of RSU shares. Payments were without interest and net of applicable tax withholdings.
  • Vesting: each reported option was fully vested and all options/RSUs vested in full in connection with the Merger.
  • Shares owned after transaction: not disclosed in the provided filing.

Context
This activity reflects merger-related cash-outs rather than routine open-market trading or a voluntary sale for portfolio repositioning. The Form 4 shows the cash-out structure (stock and derivatives converted into cash under the acquisition terms); it does not provide the specific cash amounts for the derivative conversions on the face of the filing. Such merger-driven dispositions are common when an acquirer pays cash for outstanding equity awards.

Insider Transaction Report

Form 4Exit
Period: 2026-07-15
Transactions
  • Disposition to Issuer

    Common Stock, par value $0.001 per share

    [F1]
    2026-07-15$31.50/sh3,773$118,8500 total
  • Disposition to Issuer

    Options to purchase common stock

    [F3][F5]
    2026-07-1540,0000 total
    Exercise: $11.60Exp: 2030-05-25Common Stock (40,000 underlying)
  • Disposition to Issuer

    Options to purchase common stock

    [F3][F6]
    2026-07-1529,5240 total
    Exercise: $14.15Exp: 2030-12-08Common Stock (29,524 underlying)
  • Disposition to Issuer

    Options to purchase common stock

    [F3][F6]
    2026-07-1523,2480 total
    Exercise: $21.12Exp: 2031-11-21Common Stock (23,248 underlying)
  • Disposition to Issuer

    Options to purchase common stock

    [F3][F6]
    2026-07-1518,1150 total
    Exercise: $22.77Exp: 2032-11-20Common Stock (18,115 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F2][F4][F6]
    2026-07-151,4140 total
    Exp: 2026-12-08Common Stock (1,414 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F2][F4][F6]
    2026-07-151,8940 total
    Exp: 2027-11-21Common Stock (1,894 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F2][F4][F6]
    2026-07-155,4680 total
    Exp: 2028-11-20Common Stock (5,468 underlying)
Footnotes (6)
  • [F1]The reported securities were disposed of in connection with the consummation of the acquisition of the Issuer by Angelini Pharma S.p.A. (the "Merger")
  • [F2]Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
  • [F3]In connection with the consummation of the Merger, each reported stock option ("Option") was cancelled and converted into the right to receive a cash payment (without interest, and less applicable tax withholdings and other authorized deductions) equal to the product of (x) the excess of $31.50 per share over the per-share price of such Option, multiplied by (y) the total number of shares subject to such Option.
  • [F4]In connection with the consummation of the Merger, each reported restricted stock unit ("RSU") was cancelled and converted into the right to receive a cash payment (without interest, and less applicable tax withholdings and other authorized deductions) equal to the product of (x) the excess of $31.50 per share, multiplied by (y) the number of shares subject to such RSU.
  • [F5]Each Option was fully vested.
  • [F6]Each Option or RSU, as applicable, vested in full in connection with the consummation of the Merger.
Signature
/s/ Tamar Thompson|2026-07-17

Documents

1 file
  • 4
    form_4.xmlPrimary

    FORM 4 FOR 07-15-2026