Catalyst Pharma Officer Exercises Options and Sells Shares on 09/03–09/04/2025

Rhea-AI Filing Summary

Catalyst Pharmaceuticals insider Brian Elsbernd, listed as the company's Chief Compliance/Legal Officer, reported option exercises and open-market sales on 09/03/2025 and 09/04/2025. He exercised 20,000 options on 09/03/2025 at a $2.24 exercise price and sold 20,000 common shares that day for a weighted average of $20.08 per share. On 09/04/2025 he exercised another 30,000 options at $2.24 and sold 30,000 shares for a weighted average of $19.52 per share. Following these transactions his beneficial ownership in common stock is reported as 188,564 shares and the filing shows remaining option positions underlying 989,084 and 959,084 shares after each exercise event as reported in Table II. The filing states the sales were on the open market for personal reasons and not due to any disagreement with the company.

Positive

• Options exercised at a $2.24 strike price, enabling realization of value given subsequent sale prices near $20 per share
• Disclosures state sales were for personal reasons and not due to disagreement with the company, which addresses a common governance concern

Negative

• Director/officer reduced direct common stock holdings to 188,564 shares after the reported sales
• Immediate open-market sales after exercise could be perceived negatively by some investors despite the stated reason

Insights

Securities Analyst

TL;DR: Insider exercised low-strike options and immediately sold equal shares, reducing direct holdings while realizing substantial per-share gains.

The reporting person exercised options with a $2.24 strike and sold the resulting shares at weighted averages near $20 per share, realizing a material spread between exercise price and sale price. The filing explicitly notes sales were for personal reasons and not due to disagreement with the company. Beneficial ownership after the transactions is reported at 188,564 shares. For investors, this is a common liquidity action by insiders who hold deep in-the-money options; it reduces the insider's direct common stock stake but reflects option-derived liquidity rather than an outright sale of previously held unrestricted shares.

Corporate Governance Expert

TL;DR: Transactions are routine option exercises followed by market sales and are disclosed per Section 16 requirements.

The Form 4 discloses exercises that vested in tranches starting 12/19/2019 and subsequent open-market dispositions. The filing includes a clear explanation that disposals were not due to disagreement with the company, which addresses a common investor governance concern. The remaining reported option/derivative positions shown in Table II may represent significant potential dilution if exercised; however, this Form 4 only documents the specific exercises and sales on 09/03/2025 and 09/04/2025 without additional context on future grant schedules or companywide option pools.

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

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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)
09/03/2025

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	09/03/2025		M		20,000	A	$2.24	208,564	D
Common Stock, par value $0.001 per share	09/03/2025		S		20,000(1)	D	$20.08(2)	188,564	D
Common Stock, par value $0.001 per share	09/04/2025		M		30,000	A	$2.24	218,564	D
Common Stock, par value $0.001 per share	09/04/2025		S		30,000(1)	D	$19.52(3)	188,564	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	09/03/2025		M			20,000	(4)	12/19/2025	Common Stock	20,000	$0	989,084	D
Options to Purchase Common Stock	$2.24	09/04/2025		M			30,000	(4)	12/19/2025	Common Stock	30,000	$0	959,084	D

Explanation of Responses:

1. Shares were sold on the open market for personal reasons and not as a result of a disagreement with the Company.

2. Represents a weighted average price for the shares sold. Shares were sold in a range from $20.035 to $20.13 per share.

3. Represents a weighted average price for the shares sold. Shares were sold in a range from $19.325 to $19.73 per share.

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

	/s/ Brian Elsbernd	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Brian Elsbernd report for CPRX on 09/03/2025 and 09/04/2025?

He exercised 20,000 options on 09/03/2025 and sold 20,000 shares that day; he exercised 30,000 options on 09/04/2025 and sold 30,000 shares that day.

At what price were the CPRX shares sold by Elsbernd?

The 09/03/2025 sales had a weighted average price of $20.08 per share (range $20.035–$20.13); the 09/04/2025 sales had a weighted average price of $19.52 per share (range $19.325–$19.73).

What was the exercise price of the options Elsbernd exercised?

The options had an exercise (conversion) price of $2.24 per share.

How many shares does Elsbernd beneficially own after these transactions?

The Form 4 reports 188,564 shares of common stock beneficially owned following the reported transactions.

Did the filing state a reason for the sales?

Yes, the filing states the shares were sold on the open market for personal reasons and not due to any disagreement with the company.