SEC FORM 4

SEC FORM 4SEC 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

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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

FLORIDA

33134

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	07/15/2026		D⁽¹⁾		242,501	D	$31.5	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to purchase common stock	$4.64	07/15/2026		D⁽³⁾			132,000	⁽⁵⁾	12/02/2026	Common Stock	132,000	$0	0	D
Options to purchase common stock	$3.42	07/15/2026		D⁽³⁾			200,000	⁽⁵⁾	12/30/2027	Common Stock	200,000	$0	0	D
Options to purchase common stock	$7.07	07/15/2026		D⁽³⁾			135,000	⁽⁵⁾	12/28/2028	Common Stock	135,000	$0	0	D
Options to purchase common stock	$18.59	07/15/2026		D⁽³⁾			69,000	⁽⁵⁾	12/27/2029	Common Stock	69,000	$0	0	D
Options to purchase common stock	$14.15	07/15/2026		D⁽³⁾			147,621	⁽⁶⁾	12/08/2030	Common Stock	147,621	$0	0	D
Options to purchase common stock	$21.12	07/15/2026		D⁽³⁾			126,704	⁽⁶⁾	11/21/2031	Common Stock	126,704	$0	0	D
Options to purchase common stock	$22.77	07/15/2026		D⁽³⁾			98,652	⁽⁶⁾	11/20/2032	Common Stock	98,652	$0	0	D
Restricted Stock Units	⁽²⁾	07/15/2026		D⁽⁴⁾			7,067	⁽⁶⁾	12/08/2026	Common Stock	7,067	$0	0	D
Restricted Stock Units	⁽²⁾	07/15/2026		D⁽⁴⁾			10,322	⁽⁶⁾	11/21/2027	Common Stock	10,322	$0	0	D
Restricted Stock Units	⁽²⁾	07/15/2026		D⁽⁴⁾			29,776	⁽⁶⁾	11/20/2028	Common Stock	29,776	$0	0	D

Explanation of Responses:

1. 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")

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

3. 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.

4. 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.

5. Each Option was fully vested.

6. Each Option or RSU, as applicable, vested in full in connection with the consummation of the Merger.

	/s/ Brian Elsbernd	07/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)