X0508 4 2024-03-18 true 0001771917 Karuna Therapeutics, Inc. KRTX 0001237564 PAUL STEVEN M C/O KARUNA THERAPEUTICS, INC. 99 HIGH STREET, 26TH FLOOR BOSTON MA 02110 true false Common Stock 2024-03-18 4 D 0 2046 330 D 8550 D Common Stock 2024-03-18 4 D 0 8550 330 D 0 D Common Stock 2024-03-18 4 D 0 30304 330 D 0 I Steve M. Paul Family 2021 Delaware Trust Common Stock 2024-03-18 4 D 0 10000 330 D 0 I Jann E Paul Revocable Trust Common Stock 2024-03-18 4 D 0 33882 330 D 0 I The Steven M Paul Revocable Trust Common Stock 2024-03-18 4 D 0 30304 330 D 0 I Steven M. Paul Family 2024 Trust Common Stock 2024-03-18 4 D 0 35877 330 D 0 I Jann E. Paul GRAT III Option (right to buy) 7.04 2024-03-18 4 D 0 136094 322.96 D 2028-04-29 Common Stock 136094 0 D Option (right to buy) 7.27 2024-03-18 4 D 0 757045 322.73 D 2028-08-08 Common Stock 757045 0 D Option (right to buy) 9.2 2024-03-18 4 D 0 449463 320.8 D 2029-03-20 Common Stock 449463 0 D Option (right to buy) 9.2 2024-03-18 4 D 0 87494 320.8 D 2029-03-28 Common Stock 87494 0 D Option (right to buy) 9.2 2024-03-18 4 D 0 15205 320.8 D 2029-04-07 Common Stock 15205 0 D Option (right to buy) 16 2024-03-18 4 D 0 616703 314 D 2019-06-26 Common Stock 616703 0 D Option (right to buy) 20.02 2024-03-18 4 D 0 71121 309.98 D 2019-06-27 Common Stock 71121 0 D Option (right to buy) 99.72 2024-03-18 4 D 0 135992 230.28 D 2030-02-13 Common Stock 135992 0 D Option (right to buy) 131.64 2024-03-18 4 D 0 161850 198.36 D 2031-02-22 Common Stock 161850 0 D Option (right to buy) 111.97 2024-03-18 4 D 0 146900 218.03 D 2032-02-16 Common Stock 146900 0 D Option (right to buy) 187.26 2024-03-18 4 D 0 22800 142.74 D 2023-02-08 Common Stock 22800 0 D On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax. Reflects a transfer on March 11, 2024 of 31,518 shares of common stock from the reporting person's direct ownership to a trust of which the reporting person is sole trustee and sole beneficiary. Such transfer was exempt from Section 16 pursuant to Rule 16a-13. Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration. Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option. These Options are fully vested. These Options vested as to 25% on February 23, 2022, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates. These Options vested as to 25% on February 16, 2023, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates. These Options vested as to 25% on February 9, 2024, with the remaining Options to vest in twelve equal three-month installments over the following three years, subject to continued service through such dates. /s/ Jason Brown, Attorney-in-Fact 2024-03-18