Catalyst Pharmaceuticals (CPRX) Proxy filing summary

Executive summary

• Special meeting scheduled for July 8, 2026, to vote on the proposed merger with Angelini Pharma, where Catalyst would become a wholly owned subsidiary of Angelini Pharma via a merger with Angelini Cielo Inc.

• Supplemental disclosures address recent legal proceedings and clarify voting and share ownership details as of the record date, June 3, 2026.

• Forward-looking statements highlight risks and uncertainties related to the merger, including regulatory approvals, competing proposals, and integration challenges.

Voting matters and shareholder proposals

• Approval of the merger requires a majority of outstanding shares as of the record date; 61,208,729 votes constitute a majority.

• Abstentions and broker non-votes will have the same effect as votes against the merger proposal.

• Directors and executive officers collectively own approximately 5.5% of outstanding shares.

Board of directors and corporate governance

• Board considered multiple proposals and strategic alternatives, including outreach to other interested parties, all of whom declined to pursue a transaction.

• Board authorized a counterproposal and set conditions for accelerated vesting of options and RSUs in the merger.