10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[Mark One]

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-33057

CATALYST PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	76-0837053
(State of jurisdiction of<br> <br>incorporation or organization)	(IRS Employer<br> <br>Identification No.)
355 Alhambra Circle, Suite 801<br> <br>Coral Gables, Florida	33134
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (305) 420-3200

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Ticker Symbol	Name of Exchange on Which Registered
Common Stock, par value $0.001 per share	CPRX	NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated<br> filer	☐	Smaller reporting company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the last business day of the Registrant’s most recently completed second quarter, the aggregate market value of all voting and non-voting common equity held by non-affiliates was $2,514,112,459.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 122,346,043 shares of common stock, $0.001 par value per share, were outstanding as of April 27, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

On February 25, 2026, Catalyst Pharmaceuticals, Inc. filed its Annual Report on Form 10-K (the “ 2025 Annual Report ”) for the year ended December 31, 2025. The 2025 Annual Report omitted Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may either be incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year.

This Amendment No. 1 to Form 10-K (“Amendment”) is being filed solely to:

•	Amend Part III, Items 10, 11, 12, 13, and 14 of the 2025 Annual Report to include the information required by such items;
•	Delete the reference on the cover of the 2025 Annual Report to the incorporation by reference of portions of our proxy statement into Part III of the Annual Report; and
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•	File new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule <br>12b-15<br> under the Securities Exchange Act of 1934.
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Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. We are not including certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment.

Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the 2025 Annual Report. Further, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the date of the 2025 Annual Report. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time the 2025 Annual Report was filed. Accordingly, this Amendment should be read in conjunction with our 2025 Annual Report and other filings with the SEC.

PART III	4
Item 10. Directors, Executive Officers and Corporate Governance	4
Item 11. Executive Compensation	11
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13. Certain Relationships, Related Transactions and Director Independence	28
Item 14. Principal Accountant Fees and Services	29
PART IV	30
Item 15. Exhibits and Financial Statement Schedules	30

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of April 27, 2026, we had 122,346,043 shares of our common stock outstanding. The following table sets forth, as of such date, certain information regarding the shares of common stock owned of record or beneficially by our executive officers and directors, and all executive officers and directors as a group. Unless otherwise indicated, each person named in the table has the sole voting and investment power with respect to the shares beneficially owned. The address for each person named in this table is c/o Catalyst Pharmaceuticals, Inc.

Name	Shares<br>Beneficially<br>Owned
Richard J. Daly (1)		271,266	808,347	1,079,613	*
Michael W. Kalb (2)		13,665	159,301	172,966	*
Steven Miller (3)		1,093,803	1,018,988	2,112,791	1.7
William T. Andrews (4)		—	24,889	24,889	*
Brian Elsbernd (5)		242,501	676,648	919,149	*
Jeffrey Del Carmen (6)		14,337	730,796	745,133	*
Preethi Sundaram (7)		54,804	501,813	556,617	*
Gregg Russo (8)		476	16,388	16,864	*
Patrick J. McEnany (9)		4,171,559	1,745,736	5,917,295	4.8
Daniel J. Curran, M.D. (10)		—	—	—	*
Donald A. Denkhaus (11)		498,773	125,931	624,704	*
Molly Harper (11)		3,694	74,931	78,625	*
Tamar Thompson (11)		3,773	67,431	71,204	*
David S. Tierney, M.D. (11)		383,314	125,931	509,245	*
All officers and directors as a group (14 persons) (12)		6,751,965	6,077,130	12,829,095	10.0
*	Less than one percent
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(1)	Excludes 1,528,580 unvested stock options and 281,612 unvested RSUs.
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(2)	Excludes 398,697 unvested stock options and 74,905 unvested RSUs.
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(3)	Excludes 376,428 unvested stock options and 76,233 unvested RSUs.
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(4)	Excludes 198,210 unvested stock options and 45,037 unvested RSUs.
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(5)	Excludes 232,329 unvested stock options and 47,165 unvested RSUs.
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(6)	Excludes 254,548 unvested stock options and 51,502 unvested RSUs.
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(7)	Excludes 246,306 unvested stock options and 50,318 unvested RSUs.
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(8)	Excludes 46,449 unvested stock options and 8,949 unvested RSUs.
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(9)	Excludes 88,586 unvested stock options and 17,626 unvested RSUs.
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(10)	Excludes 58,115 unvested stock options and 5,468 unvested RSUs.
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(11)	Excludes 43,456 unvested stock options and 8,776 unvested RSUs.
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(12)	Excludes 3,602,072 unvested stock options and 693,919 unvested RSUs.
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Other Information Concerning Security Ownership

The table below reports the most recently reported number of common shares beneficially owned by BlackRock, Inc. and State Street Corporation (directly or through their subsidiaries), the only persons known to us to beneficially own more than 5% of our outstanding common shares.

	Shares Beneficially Owned
Name	Number		Percentage
BlackRock, Inc. (1)<br> <br>50 Hudson Yards<br> <br>New York, NY 10001		16,892,951		13.9
State Street Corporation (2)<br> <br>One Congress Street, Suite 1<br> <br>Boston, MA 02114		6,405,387		5.2
(1)	Information was provided pursuant to a Schedule 13G filed by BlackRock on April 28, 2025.
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(2)	Information was provided pursuant to a Schedule 13G filed by State Street on November 10, 2025.
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Item 13. Certain Relationships, Related Transactions and Director Independence

Related Person Transaction Parties and Procedures

In November 2017, we adopted our Code of Business Conduct and Ethics, including a conflict-of-interest transaction policy that identifies our procedures for the identification, review, consideration and approval or ratification of conflict of interest transactions. The policy applies where one’s private life or interest interferes, or even appears to interfere, with the interests of our company. Under the policy, a conflict can arise when any of our personnel (or a member of their family) acts or has interests that make it difficult, or makes it appear difficult, to perform their duties for us objectively and effectively. Conflicts can also arise under the policy when our personnel (or a member of their family) receives significant personal benefits as a result of their position in the Company. Any such determination regarding the approval of such a transaction will be made by the Audit Committee or the Board of Directors, with any interested directors abstaining.

Certain Related Party Transactions

Since 2024, we have had no transactions or proposed transactions in which we were or are to be participants and in which any related person had or will have a direct or indirect material interest.

Item 14. Principal Accountant Fees and Services

Independent Auditor Fees

Grant Thornton LLP (“Grant Thornton”) served as the Company’s independent registered public accountants in fiscal years 2025 and 2024. The following table represents fees for professional audit and other services rendered by Grant Thornton for the fiscal years ended December 31, 2025 and 2024.

	2025		2024
Audit fees (1)	$	563,759	$	613,923
Audit-related fees		—		—
Total audit fees		563,759		613,923
Tax fees		—		—
All other fees		—		—
Total fees	$	563,759	$	613,923
(1)	Represents aggregate fees billed for professional services rendered by Grant Thornton LLP for the audit of our financial statements included in our 2025 and 2024 Forms 10-K, for their reviews of our quarterly reports during 2025 and 2024, and for their report on the effectiveness of our internal control over financial reporting as of December 31, 2025 and 2024. Includes for 2024, $70,384 in fees in connection with a comfort letter and S-8 Registration Statements. Includes, for 2025 and 2024, $15,209 and $13,539, respectively, for the audit of the financial statements of our wholly owned subsidiary, Catalyst Pharmaceuticals Ireland, Ltd., a corporation organized in the Republic of Ireland.
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Pre-Approval of Audit Functions

Pursuant to its written charter, the Audit Committee is responsible for pre-approving all audit and permitted non-audit services to be performed for us by our independent registered public accounting firm or any other auditing or accounting firm. 100% of the services provided to us by Grant Thornton in 2025 and 2024 were pre-approved by the Audit Committee.

AUDIT COMMITTEE REPORT

Management has the primary responsibility for our internal control over financial reporting, the financial reporting process and preparation of our financial statements. Grant Thornton LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and to issue a report thereon. Grant Thornton LLP is also responsible for auditing our internal control over financial reporting in accordance with the standards of the PCAOB. The Audit Committee’s responsibility is to select the independent auditors and to monitor and oversee these processes.

The Audit Committee has met and held discussions with management and the independent auditors. Management represented to the Audit Committee that our financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee reviewed and discussed the audited financial statements with management and the independent auditors. In fulfilling its responsibilities, the Audit Committee discussed with the independent auditors the matters that are required to be discussed by Auditing Standard No. 1301 (Communication with Audit Committees). In addition, the Audit Committee received from the independent auditors the written disclosures and letter required by PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence, and the Audit Committee discussed with the independent auditors that firm’s independence. In connection with this discussion, the Audit Committee also considered whether the provision of services by the independent auditors not related to the audit of our financial statements is compatible with maintaining the independent auditor’s independence. During such discussions, the independent auditors confirmed that, as of December 31, 2025, they were independent accountants with respect to our company within the meaning of applicable federal securities laws and the requirements of the PCAOB.

Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representations of management and the reports and letter of the independent auditors provided to the Audit Committee, the Audit Committee recommended to the Board that our audited financial statements for fiscal 2025 be included in our 2025 Form 10-K.

The Audit Committee has also reviewed all non-audit services being provided by the independent auditors and has concluded that the provision of such services has been compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee has discussed these matters with representatives of the independent auditors and our management and will monitor our compliance with any new restrictions as they are put in place to continue to ensure that the services provided by our independent accountants are compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

The Audit Committee

Donald A. Denkhaus (Chair)

Tamar Thompson

Daniel Curran

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, or the Securities Exchange Act of 1934 that might incorporate future filings, including this Amendment No. 1 to the Company’s Form 10-K, in whole or in part, the Audit Committee Report above shall not be incorporated by reference into any such filings.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(3)	Exhibits

The following exhibits are filed as a part of this Form 10-K/A

		Incorporated by Reference
Exhibit<br> <br>Number	Description of Exhibit	Form	File<br> <br>Number	Date of<br> <br>Filing	Exhibit<br> <br>Number	Filed<br> <br>Herewith
31.3	Section 302 CEO Certification					X
31.4	Section 302 CFO Certification					X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Amendment No. 1 to Annual Report on Form 10-K to be signed by the undersigned, thereunto duly authorized, this 30th day of April, 2026.

CATALYST PHARMACEUTICALS, INC.
By:	/s/ Richard J. Daly
	Richard J. Daly,
	President and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard J. Daly	President and Chief	April 30, 2026
Richard J. Daly	Executive Officer (Principal Executive Officer)
/s/ Michael W. Kalb	Executive Vice President and Chief Financial Officer	April 30, 2026
Michael W. Kalb	(Principal Financial Officer and Principal Accounting Officer)
/s/ Patrick J. McEnany	Chairman of the Board of Directors	April 30, 2026
Patrick J. McEnany
/s/ Daniel J. Curran	Director	April 30, 2026
Daniel J. Curran
/s/ David S. Tierney, M.D.	Director	April 30, 2026
David S. Tierney, M.D.
/s/ Donald A. Denkhaus	Director	April 30, 2026
Donald A. Denkhaus
/s/ Molly Harper	Director	April 30, 2026
Molly Harper
/s/ Tamar Thompson	Director	April 30, 2026
Tamar Thompson

EX-31.3

Exhibit 31.3

Certification of Principal Executive Officer

I, Richard J. Daly, certify that:

1.	I have reviewed this Amendment No. 1 to Annual Report on Form 10-K<br>of Catalyst Pharmaceuticals, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact necessary to make<br>the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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Date: April 30, 2026
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/s/ Richard J. Daly
Richard J. Daly
President and Chief Executive Officer
(Principal Executive Officer)

EX-31.4

Exhibit 31.4

Certification of Principal Financial Officer

I, Michael W. Kalb, certify that:

1.	I have reviewed this Amendment No. 1 to Annual Report on Form 10-K<br>of Catalyst Pharmaceuticals, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact necessary to make<br>the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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Date: April 30, 2026
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/s/ Michael W. Kalb
Michael W. Kalb
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

TABLE OF CONTENTS

The Audit Committee

The following exhibits are filed as a part of this Form 10-K/A

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Amendment No. 1 to Annual Report on Form 10-K to be signed by the undersigned, thereunto duly authorized, this 30th day of April, 2026.