Catalyst Pharma officer exercises options at $2.24, sells shares at $20.30

Rhea-AI Filing Summary

Brian Elsbernd, Chief Compliance/Legal Officer and Director of Catalyst Pharmaceuticals, reported option exercises and an open-market sale on 09/08/2025. He exercised 112,475 options at an exercise price of $2.24 per share, resulting in the acquisition of 112,475 common shares. To fund the exercise price and tax withholding, 30,000 shares were sold on the open market at a weighted average price of $20.30 (sales ranged from $20.225 to $20.315). Following these transactions, Mr. Elsbernd beneficially owned 271,039 shares directly and reported 846,609 derivative securities (options) beneficially owned. The options reported vested in three annual tranches beginning December 19, 2019.

Positive

• Transparent disclosure of option exercise and sale details, including prices and purpose (to fund exercise and tax withholding)
• Significant retained ownership: reporting person still beneficially owns 271,039 shares directly and reports 846,609 derivative securities

Negative

• Potential dilution from 846,609 derivative securities (options) outstanding that could increase share count if exercised

Insights

Securities Analyst

TL;DR: Insider exercised a large block of options at low strike and sold a small portion to cover costs, leaving substantial direct and derivative holdings.

The exercise of 112,475 options at $2.24 versus sale proceeds near $20.30 is a routine liquidity transaction that crystallizes significant intrinsic value for the reporting person while retaining meaningful exposure to the company via remaining shares and options. The sale of 30,000 shares was explicitly to cover exercise and tax obligations, which is common practice and does not necessarily indicate a change in conviction. The reporting of 846,609 derivative securities suggests ongoing potential dilution if exercised, which investors should note when assessing share count and insider alignment.

Corporate Governance Expert

TL;DR: Transaction is standard insider exercise and sell-to-cover; disclosure is timely and includes vesting history.

The Form 4 discloses required details: transaction date, exercise price, sale price range, and vesting schedule. The officer remains a substantial holder after the activity, preserving alignment with shareholders. The filing identifies the purpose of the sale (to fund exercise and tax withholding), which supports transparency in insider activity. No amendments or unusual dispositions are reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Elsbernd Brian

(Last) (First) (Middle)

355 ALHAMBRA CIRCLE

SUITE 801

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CATALYST PHARMACEUTICALS, INC. [ CPRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Compliance/Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	09/08/2025		M		112,475	A	$2.24	301,039	D
Common Stock, par value $0.001 per share	09/08/2025		S		30,000(1)	D	$20.3(2)	271,039	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Common Stock	$2.24	09/08/2025		M			112,475	(3)	12/19/2025	Common Stock	112,475	$0	846,609	D

Explanation of Responses:

1. The shares reported as sold herein and in Table I to the Reporting Person's Form 4 filed with the SEC on September 5, 2025 were sold on the open market to fund the exercise price and tax withholding due from Mr. Elsbernd on the exercise of the 112,475 stock options reported in Table II hereto and the 50,000 stock options reported on Table II to the Reporting Person's Form 8-K filed with the SEC on September 5, 2025.

2. Represents a weighted average price for the shares sold. Shares were sold in a range from $20.225 to $20.315 per share.

3. Options vested in three annual tranches beginning on December 19, 2019.

	/s/ Brian Elsbernd	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Brian Elsbernd report on Form 4 for CPRX?

He exercised 112,475 options at $2.24 per share and sold 30,000 shares on the open market on 09/08/2025.

Why were 30,000 shares sold by the insider?

The sale of 30,000 shares was to fund the exercise price and tax withholding related to the option exercises, as stated in the filing.

What prices were involved in the reported transactions?

Options were exercised at $2.24 per share. Shares sold had a weighted average sale price of $20.30, with sales ranging from $20.225 to $20.315.

How many shares does the reporting person own after the transactions?

Following the transactions, the filing reports 271,039 shares beneficially owned directly and 846,609 derivative securities beneficially owned.

When did the options vest?

The filing states the options vested in three annual tranches beginning on December 19, 2019.