Miller Andrew Craig

SEC source: 0001777760-26-000016 · wk-form4_1780085758.xml · derivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,000

Underlying: Common Stock · 26,000 shares

Expires 2036-05-26

F2 · price: The derivative securities were granted to the Reporting Person pursuant to the Issuer's Non-Employee Director Compensation Policy, and were not sold to the reporting person. As such, the Reporting Person did not pay any consideration for the derivative securities.

F1 · derivative.exercise_date: The shares underlying the option shall vest in 36 equal monthly installments commencing on June 27, 2026, subject to the Reporting Person's continuous service through each vesting date.

SEC source: 0001193125-26-091626 · ownership.xml · derivative · entry 2

Miller Andrew Craig · CIK 0001777760 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 42,945

Underlying: Common Stock · 42,945 shares

Expires 2036-02-24

F2 · derivative.exercise_date: 1/36th of the shares subject to the option shall vest on each monthly anniversary of the date of grant, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive.

SEC source: 0001193125-26-091626 · ownership.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,006

F1 · shares: Represents a restricted stock unit award of common stock and 1/3rd of the shares underlying the restricted stock unit award shall vest on each one-year anniversary of the date of grant, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive.

SEC source: 0001140361-24-013930 · form4.xml · derivative · entry 10

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 25,100 shares

Expires 2033-02-08

F1 · kind: 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.

F5 · kind: 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.

F5 · price: 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.

F9 · derivative.exercise_date: 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.

SEC source: 0001140361-24-013930 · form4.xml · derivative · entry 9

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 73,250 shares

Expires 2032-02-16

F1 · kind: 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.

F5 · kind: 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.

F5 · price: 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.

F8 · derivative.exercise_date: 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.

SEC source: 0001140361-24-013930 · form4.xml · derivative · entry 8

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 66,900 shares

Expires 2031-02-22

F1 · kind: 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.

F5 · kind: 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.

F5 · price: 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.

F7 · derivative.exercise_date: 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.

SEC source: 0001140361-24-013930 · form4.xml · derivative · entry 7

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 70,000 shares

Expires 2030-02-13

F1 · kind: 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.

F5 · kind: 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.

F5 · price: 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.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013930 · form4.xml · derivative · entry 6

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 231,992 shares

Expires 2029-03-20

F1 · kind: 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.

F5 · kind: 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.

F5 · price: 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.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013930 · form4.xml · derivative · entry 5

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 11,578 shares

Expires 2028-08-08

F1 · kind: 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.

F5 · kind: 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.

F5 · price: 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.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013930 · form4.xml · derivative · entry 4

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 47,817 shares

Expires 2026-10-11

F1 · kind: 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.

F5 · kind: 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.

F5 · price: 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.

F6 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013930 · form4.xml · derivative · entry 3

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 15,855 shares

Expires not disclosed

F4 · derivative.exercise_price: Represents RSUs granted on February 13, 2024 (the "2024 RSUs"), each representing a contingent right to receive one share of Common Stock, provided that, at the effective time of the Merger, any 2024 RSUs that were not vested and remained outstanding as of such date were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of unvested 2024 RSUs outstanding at the effective time of the Merger multiplied by (ii) the Merger Consideration (the "Cash Award"). The Cash Award shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

F1 · kind: 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.

F4 · kind: Represents RSUs granted on February 13, 2024 (the "2024 RSUs"), each representing a contingent right to receive one share of Common Stock, provided that, at the effective time of the Merger, any 2024 RSUs that were not vested and remained outstanding as of such date were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of unvested 2024 RSUs outstanding at the effective time of the Merger multiplied by (ii) the Merger Consideration (the "Cash Award"). The Cash Award shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

F1 · price: 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.

F4 · price: Represents RSUs granted on February 13, 2024 (the "2024 RSUs"), each representing a contingent right to receive one share of Common Stock, provided that, at the effective time of the Merger, any 2024 RSUs that were not vested and remained outstanding as of such date were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of unvested 2024 RSUs outstanding at the effective time of the Merger multiplied by (ii) the Merger Consideration (the "Cash Award"). The Cash Award shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

F4 · derivative.exercise_date: Represents RSUs granted on February 13, 2024 (the "2024 RSUs"), each representing a contingent right to receive one share of Common Stock, provided that, at the effective time of the Merger, any 2024 RSUs that were not vested and remained outstanding as of such date were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of unvested 2024 RSUs outstanding at the effective time of the Merger multiplied by (ii) the Merger Consideration (the "Cash Award"). The Cash Award shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

F4 · derivative.expiration_date: Represents RSUs granted on February 13, 2024 (the "2024 RSUs"), each representing a contingent right to receive one share of Common Stock, provided that, at the effective time of the Merger, any 2024 RSUs that were not vested and remained outstanding as of such date were cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of unvested 2024 RSUs outstanding at the effective time of the Merger multiplied by (ii) the Merger Consideration (the "Cash Award"). The Cash Award shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

SEC source: 0001140361-24-013930 · form4.xml · nonDerivative · entry 2

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: 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.

F3 · kind: 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.

F3 · shares: 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.

F1 · price: 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.

F3 · price: 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.

SEC source: 0001140361-24-013930 · form4.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,412

F1 · kind: 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.

F2 · kind: 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.

F1 · price: 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.

F2 · price: 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.

SEC source: 0000950170-24-015958 · ownership.xml · derivative · entry 1

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,855

Underlying: Common Stock · 15,855 shares

Expires not disclosed

F1 · derivative.exercise_price: Reflects the annual equity award to the reporting person under the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, provided that, at the effective time of the proposed merger transaction among the Issuer, Bristol-Myers Squibb Company and Miramar Merger Sub Inc., this RSU award will convert into a cash award equal to the product of (i) the total number of shares of the Issuer's common stock subject to this RSU award immediately prior to such effective time, and (ii) $330. The RSUs or, after such conversion, the cash award, shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

F1 · derivative.exercise_date: Reflects the annual equity award to the reporting person under the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, provided that, at the effective time of the proposed merger transaction among the Issuer, Bristol-Myers Squibb Company and Miramar Merger Sub Inc., this RSU award will convert into a cash award equal to the product of (i) the total number of shares of the Issuer's common stock subject to this RSU award immediately prior to such effective time, and (ii) $330. The RSUs or, after such conversion, the cash award, shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

F1 · derivative.expiration_date: Reflects the annual equity award to the reporting person under the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, provided that, at the effective time of the proposed merger transaction among the Issuer, Bristol-Myers Squibb Company and Miramar Merger Sub Inc., this RSU award will convert into a cash award equal to the product of (i) the total number of shares of the Issuer's common stock subject to this RSU award immediately prior to such effective time, and (ii) $330. The RSUs or, after such conversion, the cash award, shall vest annually in four equal installments on each of February 13, 2025, February 13, 2026, February 13, 2027 and February 13, 2028, subject to the reporting person's continued service through each such vesting date.

SEC source: 0000950170-24-013962 · ownership.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · President of R&D

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,389

F1 · shares: Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the partial vesting of restricted stock units previously granted to the Reporting Person on February 9, 2023.

SEC source: 0000950170-23-013722 · ownership.xml · derivative · entry 6

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 231,992

Underlying: Common Stock · 8,500 shares

Expires 2029-03-20

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: This option vested and became exercisable in thirty equal monthly installments beginning on April 21, 2019.

SEC source: 0000950170-23-013722 · ownership.xml · nonDerivative · entry 4

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 24,400

F1 · kind: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2022.

SEC source: 0000950170-23-013722 · ownership.xml · nonDerivative · entry 3

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 39,400

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000950170-23-013722 · ownership.xml · derivative · entry 5

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 240,492

Underlying: Common Stock · 30,000 shares

Expires 2029-03-20

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: This option vested and became exercisable in thirty equal monthly installments beginning on April 21, 2019.

SEC source: 0000950170-23-013722 · ownership.xml · nonDerivative · entry 2

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 30,900

F1 · kind: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2022.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.04 to $200.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0000950170-23-013722 · ownership.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 60,900

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001593968-23-000302 · primary_01.xml · derivative · entry 2

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,100

Underlying: Common Stock · 25,100 shares

Expires 2033-02-08

F2 · derivative.exercise_date: 25% of this option shall vest on February 9, 2024, and the remaining 75% shall vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

SEC source: 0001593968-23-000302 · primary_01.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,900

F1 · shares: Comprised of restricted stock units ("RSUs"), each representing a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest annually in four 25% installments commencing on February 9, 2024, subject to continued service through such dates.

SEC source: 0001593968-22-001764 · primary_01.xml · derivative · entry 2

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 47,817

Underlying: Common Stock · 7,100 shares

Expires 2026-10-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: This option vested as to 1/16th of the shares underlying the option award on the vesting commencement date of July 18, 2016 and as to an additional 1/16th of the shares on each three month anniversary thereafter.

SEC source: 0001593968-22-001764 · primary_01.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,350

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001593968-22-001691 · primary_01.xml · derivative · entry 5

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,917

Underlying: Common Stock · 500 shares

Expires 2026-10-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: This option vested as to 1/16th of the shares underlying the option award on the vesting commencement date of July 18, 2016 and as to an additional 1/16th of the shares on each three month anniversary thereafter.

SEC source: 0001593968-22-001691 · primary_01.xml · derivative · entry 4

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,578

Underlying: Common Stock · 250 shares

Expires 2028-08-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: This option vested as to 1/30th of the shares underlying the option award on each one month anniversary of the vesting commencement date of August 15, 2018.

SEC source: 0001593968-22-001691 · primary_01.xml · nonDerivative · entry 2

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,250

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001593968-22-001691 · primary_01.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,750

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001593968-22-001691 · primary_01.xml · nonDerivative · entry 3

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,250

F1 · kind: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2022.

SEC source: 0001593968-22-001596 · primary_01.xml · derivative · entry 5

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 55,417

Underlying: Common Stock · 1,000 shares

Expires 2026-10-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: This option vested as to 1/16th of the shares underlying the option award on the vesting commencement date of July 18, 2016 and as to an additional 1/16th of the shares on each three month anniversary thereafter.

SEC source: 0001593968-22-001596 · primary_01.xml · derivative · entry 4

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,828

Underlying: Common Stock · 1,000 shares

Expires 2028-08-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: This option vested as to 1/30th of the shares underlying the option award on each one month anniversary of the vesting commencement date of August 15, 2018.

SEC source: 0001593968-22-001596 · primary_01.xml · nonDerivative · entry 2

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001593968-22-001596 · primary_01.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001593968-22-001596 · primary_01.xml · nonDerivative · entry 3

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,500

F1 · kind: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2022.

SEC source: 0001593968-22-001570 · primary_01.xml · derivative · entry 3

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,417

Underlying: Common Stock · 2,000 shares

Expires 2026-10-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: This option vested as to 1/16th of the shares underlying the option award on the vesting commencement date of July 18, 2016 and as to an additional 1/16th of the shares on each three month anniversary thereafter.

SEC source: 0001593968-22-001570 · primary_01.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001593968-22-001570 · primary_01.xml · nonDerivative · entry 2

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,500

F1 · kind: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2022.

SEC source: 0001593968-22-000492 · primary_01.xml · derivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 73,250

Underlying: Common Stock · 73,250 shares

Expires 2032-02-15

F1 · derivative.exercise_date: 25% of the options shall vest on February 16, 2023, and the remaining options shall vest in twelve equal three-month installments over the following three years, subject to continued service through such dates.

SEC source: 0001593968-21-002357 · primary_01.xml · derivative · entry 8

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 58,417

Underlying: Common Stock · 26,500 shares

Expires 2026-10-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_date: This option vested as to 1/16th of the shares underlying the option award on the vesting commencement date of July 18, 2016 and as to an additional 1/16th of the shares on each three month anniversary thereafter.

SEC source: 0001593968-21-002357 · primary_01.xml · nonDerivative · entry 1

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,327

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001593968-21-002357 · primary_01.xml · nonDerivative · entry 7

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,500

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.46 to $144.67, inclusive.

SEC source: 0001593968-21-002357 · primary_01.xml · nonDerivative · entry 6

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,800

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.35 to $144.24, inclusive.

SEC source: 0001593968-21-002357 · primary_01.xml · nonDerivative · entry 5

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,540

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.93 to $142.85, inclusive.

SEC source: 0001593968-21-002357 · primary_01.xml · nonDerivative · entry 4

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,327

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.55 to $141.18, inclusive.

SEC source: 0001593968-21-002357 · primary_01.xml · nonDerivative · entry 3

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,727

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.48 to $140.15, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (2) through (6) to this Form 4.

SEC source: 0001593968-21-002357 · primary_01.xml · nonDerivative · entry 2

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,227

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

SEC source: 0001593968-21-002238 · primary_01.xml · nonDerivative · entry 7

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,827

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.00 to $125.58, inclusive.

SEC source: 0001593968-21-002238 · primary_01.xml · nonDerivative · entry 6

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,856

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.69 to $125.62, inclusive.

SEC source: 0001593968-21-002238 · primary_01.xml · nonDerivative · entry 5

Miller Andrew Craig · CIK 0001777760 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,630

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2021.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.65 to $124.64, inclusive.