Catalyst Pharmaceuticals (CPRX) Proxy filing summary

Executive summary

• A special meeting is scheduled for July 8, 2026, for shareholders to vote on a proposed merger with Angelini Pharma S.p.A., where Catalyst will become a wholly owned subsidiary and shareholders will receive $31.50 per share in cash.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the adjournment proposal if more votes are needed.

• The merger consideration represents a 21% premium to the unaffected closing share price and a 28% premium to the 30-day volume-weighted average.

• If approved, Catalyst shares will be delisted from Nasdaq and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Directors and executive officers, holding 5.5% of shares, have signed voting agreements to support all proposals.

Board of directors and corporate governance

• The board, after extensive review and negotiation, determined the merger is fair and in the best interests of shareholders.

• The board considered strategic alternatives, market checks, and received a fairness opinion from J.P. Morgan.

• Directors and officers will be indemnified and covered by D&O insurance for six years post-merger.