cort-20260417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


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☐			Preliminary Proxy Statement

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x			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12

Corcept Therapeutics Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Corcept Therapeutics Incorporated

101 Redwood Shores Parkway

Redwood City, California 94065

Notice of Annual Meeting of Stockholders

To Be Held on May 21, 2026

Dear Stockholder:

The Annual Meeting of Stockholders of Corcept Therapeutics Incorporated, or the Company, will be held on Thursday, May 21, 2026 at 7:30 a.m. local time at the Company’s headquarters located at 101 Redwood Shores Parkway, Redwood City, CA 94065 for the following purposes, as more fully described in the accompanying proxy statement:

1.To elect eight directors to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3.To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

4.To approve an amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan to increase the number of shares available thereunder and clarify certain other language in the plan.

5.To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on April 9, 2026 will be entitled to notice of, and to vote at, such meeting or any adjournments or postponements thereof. This proxy statement and accompanying proxy card are being first mailed to stockholders on or about April 22, 2026.


By Order of the Board of Directors,

/s/ Atabak Mokari
Atabak Mokari
Chief Financial Officer and Treasurer

Redwood City, California

April 17, 2026

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 21, 2026

Our 2026 Proxy Materials are available at web.viewproxy.com/corcept/2026

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING, DATING AND MAILING PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.


Table of Contents

PROXY STATEMENT			1
NOMINEES TO BOARD OF DIRECTORS			3
DIRECTOR NOMINATION			5
BOARD MEETINGS AND COMMITTEES			6
BOARD LEADERSHIP AND ROLE IN RISK OVERSIGHT			7
COMMUNICATIONS WITH DIRECTORS			8
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			8
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			12
CODE OF ETHICS			12
INSIDER TRADING POLICY			12
PROHIBITION OF EMPLOYEE, OFFICER AND DIRECTOR HEDGING			12
DELINQUENT SECTION 16(A) REPORTS			13
EXECUTIVE COMPENSATION			14
EQUITY COMPENSATION PLAN INFORMATION			29
DIRECTOR COMPENSATION			29
COMPENSATION COMMITTEE REPORT			31
REPORT OF THE AUDIT COMMITTEE			32
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			33
PROPOSALS TO BE ACTED UPON AT THE 2026 ANNUAL MEETING			34
OTHER MATTERS			44
STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING			45
AVAILABLE INFORMATION			46
APPENDIX A			A-1

Corcept Therapeutics Incorporated

101 Redwood Shores Parkway

Redwood City, California 94065

650-327-3270


PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

General

We are furnishing this proxy statement and the enclosed proxy in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders of Corcept Therapeutics Incorporated (the “Company” or “Corcept”) to be held on Thursday, May 21, 2026 at 7:30 a.m. local time, at 101 Redwood Shores Parkway, Redwood City, California 94065 and at any adjournments or postponements thereof (the “2026 Annual Meeting”). This proxy statement and accompanying proxy card are being first mailed to stockholders on or about April 22, 2026.

Who Can Vote

Only holders of our common stock at the close of business on April 9, 2026 (the “Record Date”) are entitled to vote at the 2026 Annual Meeting. If a bank, broker or other intermediary is the record holder of your stock on the Record Date, that is, your shares are held in “street name,” you must obtain and submit a legal proxy from your broker or other intermediary as the record holder, if you wish to attend the meeting in-person and vote your shares at that time.

Shares Outstanding and Quorum

As of the Record Date, there were 107,356,686 shares of our common stock outstanding. The holders of a majority of the outstanding shares of our common stock entitled to vote at the 2026 Annual Meeting must be present in person or by proxy in order for there to be a quorum at the meeting. If a quorum is not present at the meeting, the chairman of the meeting may adjourn the meeting to another place, date or time. Shares are considered “present” if voted by the holder of those shares or by proxy during the 2026 Annual Meeting. In addition, abstentions, withheld votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum. Stockholders of record who are present at the meeting in person or by proxy, and who withhold votes or abstain from voting and broker non-votes will be included in the number of shares present at the meeting for purposes of determining whether a quorum is present.

Voting Rights

Each stockholder of record is entitled to one vote at the 2026 Annual Meeting for each share of common stock held by such stockholder on the Record Date. Stockholders are not permitted to cumulate votes with respect to the election of directors. Stockholders may vote their shares by following the instructions listed in the proxy card or other materials received on how to vote. All proxies we receive which are properly voted, whether by signed proxy card or by telephonic or internet voting and that have not been revoked will be voted in accordance with the instructions contained in the proxy. If a proxy is received which does not specify a vote, the shares represented by that proxy will be voted on the four proposals to be acted upon at the 2026 Annual Meeting as follows: (a) for each of the nominees to the Board listed on the proxy card and in this proxy statement, (b) for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, (c) for the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement and (d) for the approval of an amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan to increase the number of shares available thereunder and clarify certain other language in the plan. We are not aware, as of the date hereof, of any other matters to be voted upon at the 2026 Annual Meeting. If any other matters are properly brought before the 2026 Annual Meeting, the persons acting as proxies will have authority to vote on those matters in their discretion.

Votes Required to Approve Each Proposal

If a quorum exists at the 2026 Annual Meeting, the stockholders will be entitled to vote on the following proposals:

•election of directors (Proposal No. 1);

•ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2);

•approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 3); and

•approval of an amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan to increase the number of shares available thereunder and clarify certain other language in the plan (Proposal No. 4).

Directors will be elected (Proposal No. 1) by a plurality of the votes cast, which means that the eight director nominees who receive the highest number of votes “FOR” their election will be elected. As a result, only “FOR” votes will affect the outcome; any shares abstained from voting “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election.

Approval of Proposal Nos. 2, 3 and 4 requires the affirmative vote of a majority of the votes cast, meaning the number of shares voting “FOR” a proposal must exceed the number of shares voted “AGAINST.” Abstentions and broker non-votes will have no impact on these proposals.

Revocability of Proxies

A stockholder of record may revoke a proxy at any time before it is voted at the 2026 Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of our Company at 101 Redwood Shores Parkway, Redwood City, California 94065 or (b) attending the 2026 Annual Meeting and voting in-person at the meeting by following the instructions above. Attendance at the 2026 Annual Meeting will not revoke a proxy unless the stockholder votes in-person at the meeting.

Solicitation of Proxies

The proxy card accompanying this proxy statement is solicited by our Board. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies and provide related advice and support, for a services fee and the reimbursement of reasonable costs, which are not expected to exceed $40,000. In addition to solicitation by mail, our officers, directors and employees may solicit proxies personally or by telephone. If requested, we will pay brokers, banks and other fiduciaries that hold shares of common stock for beneficial owners the reasonable out-of-pocket cost of forwarding the proxy statement and proxy card to stockholders. The entire cost of soliciting proxies, which includes the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card and any additional soliciting materials furnished to stockholders, will be borne by us.

Interests of Our Directors and Executive Officers in the Proposals

Each member of our Board has an interest in Proposal No. 1 (Election of Directors), as each nominee is currently a member of our Board. Members of our Board and our executive officers do not have any interest in Proposal No. 2 (Ratification of Appointment of Independent Registered Public Accounting Firm). Our named executive officers have an interest in Proposal No. 3 (Advisory Vote to approve the Compensation of the Named Executive Officers), as their compensation is the subject of this advisory vote. Members of our Board and our executive officers each have an interest in Proposal No. 4 (Approval of an amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan to increase the number of shares available thereunder and clarify certain other language in the plan), as members of our Board and our executive officers are eligible to receive awards under the terms of the Corcept Therapeutics Incorporated Amended 2024 Incentive Award Plan.

Householding of Proxy Materials

“Householding” is a procedure approved by the Securities and Exchange Commission (the “SEC”) under which stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our proxy statement from us or a bank, broker or other intermediary, unless one or more of these stockholders notifies us, the bank, broker or other intermediary that they wish to continue to receive individual copies. We do not “household” for any of our stockholders of record. However, as explained below, your bank, broker or other intermediary may be householding your account if you hold your shares in street name.

If you hold shares in street name, your bank, broker or other intermediary may deliver only one copy of our proxy statement to multiple stockholders of the same household who share the same address, and may continue to do so, unless your bank, broker or other intermediary has received contrary instructions from one or more of the affected stockholders in the household. If you are such a beneficial holder, contact your bank, broker or other intermediary to receive a separate set of our proxy materials.

NOMINEES TO BOARD OF DIRECTORS

At the 2026 Annual Meeting, the stockholders will vote on the election of eight directors, all of whom will serve until the annual meeting of stockholders in 2027 or until their successors are duly elected and qualified. There are no family relationships among any of our directors or executive officers.

The name, age at April 9, 2026 and principal occupation of each person nominated for election to the Board, all of whom currently serve as our directors, are set forth below:

Name

Age

Occupation

Joseph K. Belanoff, M.D.

Chief Executive Officer and President

James N. Wilson(1)

Chairman of the Board

Gregg Alton(2)(3)

Former Chief Patient Officer of Gilead Sciences, Inc.

G. Leonard Baker, Jr.(1)(2)

Venture Capitalist

David L. Mahoney(2)(3)

Private Investor

Joshua M. Murray(3)

Chief Financial Officer and Head of Strategy of Orca Bio

Kimberly Park(1)(3)

Former Global Vice President of Merck & Co.

Daniel N. Swisher, Jr.(2)

Former President and Chief Operating Officer of Jazz Pharmaceuticals


(1)			Member of Corporate Governance and Nominating Committee
(2)			Member of Compensation Committee
(3)			Member of Audit Committee

Our director nominees have acted throughout their careers with integrity, honesty and adherence to high ethical standards. They have also demonstrated business acumen and sound judgment we believe will benefit Corcept.

Joseph K. Belanoff, M.D. is a co-founder of our Company and has served as a member of our Board and our Chief Executive Officer since Corcept’s inception in 1999, and as our President since 2014. Dr. Belanoff is an Adjunct Professor of Psychiatry at Stanford University (School of Medicine), where he has held positions in the Department of Psychiatry and Behavioral Sciences since 1992. Dr. Belanoff received his B.A. from Amherst College and his M.D. from Columbia University’s College of Physicians & Surgeons. Dr. Belanoff brings to our Board a deep knowledge of clinical medicine, drug discovery and development, commercial operations, finance and our research and development programs.

James N. Wilson has served as a director and as Chairman of our Board since 1999. From 2005 to 2018, he was also a member of the board of directors of NuGEN Technologies, Inc., a provider of systems for genomic analysis. From 2002 to 2009, Mr. Wilson served as the lead independent director of Amylin Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, and from 1996 to 2001, he was Chairman of the board of directors of Amira Medical, Inc., which was acquired by Hoffmann-La Roche A.G. From 1991 to 1994, Mr. Wilson was Chief Operating Officer of Syntex Corporation, which was acquired by Roche Holding, Ltd. From 1989 to 1990, Mr. Wilson was Chairman and Chief Executive Officer of Neurex Corporation, which was acquired by Elan Corporation plc. From 1982 to 1988, he was Chief Executive Officer of LifeScan, Inc., which was acquired by Johnson & Johnson Company. Mr. Wilson received his B.A. and M.B.A. from the University of Arizona. Mr. Wilson brings to our Board experience in the biotechnology industry, as both a senior executive and director.

Gregg Alton has served as a member of our Board since March 2020. Mr. Alton served as Chief Patient Officer of Gilead Sciences, Inc. (“Gilead”) from August 2018 until January 2020. After joining Gilead in 1999, Mr. Alton held a number of positions at the company in which he gained experience in legal, medical affairs, policy and commercial matters, including General Counsel and Interim Chief Executive Officer. Prior to joining Gilead, he was an attorney at the law firm of Cooley Godward, LLP, where he specialized in mergers and acquisitions, corporate partnerships and corporate finance transactions for healthcare and information technology companies. Mr. Alton served as a member of the board of directors of Renovaro Biosciences Inc., a public biotechnology company, from January 2020 to October 2024. Mr. Alton joined the boards of Novavax, Inc., a public biotechnology company, in November 2020, Brii Biosciences in June 2021, ETR (a non-profit), Global Antibiotic R&D Partnership (GARDP) in September 2021 and the Center for Disease Analysis Foundation in November 2025. He also serves as a member of the board of directors of several private companies, the Hepatitis Fund and the Boys and Girls Clubs of Oakland. Mr. Alton received a B.A. in Legal Studies from the University of California at Berkeley and a J.D. from Stanford University. Mr. Alton brings to our Board extensive experience in the pharmaceutical industry as a senior executive with responsibilities for legal, regulatory and medical affairs, strategy, operations and patient relations.

G. Leonard Baker, Jr. has served as a member of our Board since 1999. Mr. Baker was a Managing Director of the General Partner of Sutter Hill Ventures, a venture capital firm in Palo Alto, California from 1973 through December 2020. Mr. Baker currently serves on the boards of directors of private companies and non-profits. He received his B.A. from Yale University and his M.B.A. from Stanford University. Mr. Baker brings to our Board expertise in finance, strategic transactions and business operations.

David L. Mahoney is a private investor who has served as a member of our Board since July 2004. From 1999 to 2001, Mr. Mahoney served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare supply management and information technology company, and as Chief Executive Officer of iMcKesson LLC, a healthcare management and connectivity company. He joined McKesson Corporation in 1990 as Vice President for Strategic Planning. Prior to joining McKesson, Mr. Mahoney was a principal with McKinsey & Company, a management consulting firm, where he worked from 1981 to 1990. Mr. Mahoney has served on the board of directors of Adamas Pharmaceuticals, a publicly traded pharmaceutical company, from 2011 to November 2021, including as Chairman, and chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Mahoney also served as a member of the Audit Committee of Symantec from 2003 to 2011 and as a member of the board of directors from 2003 to December 2019. He also serves on the board of directors of the San Francisco Museum of Modern Art and is a Trustee of the Schwab/Laudus Family of Funds. Mr. Mahoney received his B.A. from Princeton University and his M.B.A. from Harvard University. Mr. Mahoney brings to our Board experience in pharmaceutical distribution, fiscal management and in healthcare and technology company operations.

Joshua M. Murray has served as a member of our Board since June 2021. Mr. Murray currently serves as the Chief Financial Officer and Head of Strategy at Orca Bio, a privately held biotechnology company developing allogeneic cell therapies in blood, immune and genetic diseases. Prior to joining Orca, until April 2021, Mr. Murray spent 15 years at Goldman Sachs, most recently as a Managing Director in the Investment Banking Division, where he advised a wide array of biotechnology and life sciences companies. Mr. Murray joined the boards of Beyond Meat, Inc. in May 2024 and Par Health, Inc. in November 2025. He received an A.B. in History and Economics from Harvard College. Mr. Murray brings to our Board experience in finance, operations and biotechnology company operations.

Kimberly Park has served as a member of our Board since September 2019. She was Global Vice President of Customer Strategy and Innovation at Merck & Co. from 2014 to 2018 and also held global and U.S. leadership roles at Merck from 1997 to 2005, including U.S. Vice President of Managed Care Marketing. From 2005 to 2014, Ms. Park served in senior leadership roles at Johnson and Johnson, including Founding Partner and Global Vice President of Janssen Healthcare Innovation from 2010 to 2014 and U.S. Vice President of Primary Care Sales and Marketing of Janssen Pharmaceuticals from 2005 to 2010. Prior to joining Merck, Ms. Park held U.S. and global commercial leadership positions at GlaxoSmithKline plc. Ms. Park has served on the board of directors of Besser Company, a manufacturer of equipment for the building materials industry, since 2018, and TechEtch, a precision manufacturing company that supplies medical device and aerospace industries, since January 2021. She also serves as a board member for three non-profit organizations and is a mentor for Philadelphia Alliance of Capital and Technology. Ms. Park co-founded and serves as Secretary of the Aplex Community Center, a new non-profit organization that provides Northeast Michigan with a multi-use facility for residents and visitors. Ms. Park received her B.A. in International Business from the University of Michigan. She brings to our Board experience in pharmaceutical marketing, sales, and healthcare innovation.

Daniel N. Swisher, Jr. has served as a member of our Board since June 2015. From May 2024 to October 2025, Mr. Swisher served as Chief Executive Officer and a member of the board of NodThera, Inc., a private clinical-stage biotech company. Previously, he was President and Chief Operating Officer of Jazz Pharmaceuticals from January 2018 to September 2023. From 2003 to December 2017, he was Chief Executive Officer and a member of the board of directors of Sunesis Pharmaceuticals, a clinical-stage biopharmaceutical company and from 2005 to 2017, he was also its President. He joined Sunesis in 2001 and had previously served as the company’s Chief Business Officer and Chief Financial Officer. Prior to that, Mr. Swisher held a range of senior management roles at ALZA Corporation, a pharmaceutical and medical systems company, from 1992 to 2001. Mr. Swisher served as Chairman of the board of directors of Cerus Corporation, a publicly traded biopharmaceutical company, from 2013 to June 2025. Mr. Swisher received his B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business. Mr. Swisher brings to our Board experience in pharmaceutical industry development, corporate strategy, sales, marketing, operations and finance.

DIRECTOR NOMINATION

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for, among other things, identifying individuals qualified to serve as members of the Board, recommending to the Board nominees for election as directors and providing oversight with respect to corporate governance and ethical conduct by Corcept’s directors, officers and employees. The Corporate Governance and Nominating Committee currently consists of Kimberly Park (Chairman), G. Leonard Baker, Jr. and James N. Wilson. The Board has determined that all members of the Corporate Governance and Nominating Committee are independent under the rules of The Nasdaq Stock Market LLC (“Nasdaq”). The Corporate Governance and Nominating Committee met four times during 2025. The Corporate Governance and Nominating Committee’s charter is available at www.corcept.com.

The information below describes the criteria the Corporate Governance and Nominating Committee applies and the process it uses to evaluate candidates for director.

Board Membership Criteria. As described in its charter, the Corporate Governance and Nominating Committee identifies and evaluates individuals qualified to serve as members of the Board. It seeks to identify director candidates with diverse backgrounds and experience and the skills and judgment to direct the company well.

The Corporate Governance and Nominating Committee also ensures that a majority of the directors are independent under Nasdaq rules, that the Audit Committee and Compensation Committee are composed of independent directors, and that members of the Audit Committee possess the accounting and financial expertise the Nasdaq and SEC require.

Process for Identifying and Evaluating Nominees. The Corporate Governance and Nominating Committee identifies candidates with the assistance of other Corcept Board members, Corcept management and, in some cases, search firms. The committee also considers any recommendations for nominees made by stockholders.

The Corporate Governance and Nominating Committee reviews biographical information and qualifications and checks the candidate’s references. Qualified candidates are interviewed by at least one member of the Committee. Advancing candidates meet, either in person or by telephone, with all members of the Committee and as many other members of the Board as practicable. As a final step, advancing candidates are formally presented to the Board. Candidates approved by the Board are, either (i) approved to fill a vacancy or (ii) nominated for a vote at the next meeting of stockholders.

Stockholder Proposals for Nominees. The Corporate Governance and Nominating Committee considers any written proposals from stockholders for nominees for director. Such nominations should be submitted to the Secretary of our Company and should include the following information: (a) all information required by Regulation 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and willingness to serve as a director; (b) the name(s) and address(es) of the stockholder(s) making the nomination and the number of shares of our common stock which are owned beneficially and of record by such stockholder(s); and (c) biographical information and a statement as to the qualifications of the nominee. Our Amended and Restated Bylaws provide that advance notice of a stockholder’s proposal to be brought before the 2027 Annual Meeting of Stockholders, including director nominations, must be delivered to the Secretary of our Company at our principal executive offices not earlier than 120 days (December 23, 2026) and not later than 90 days (January 22, 2027) prior to the anniversary of the date that the proxy materials for the previous year’s annual meeting were released to stockholders. Our Amended and Restated Bylaws also provide that in the event that the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the anniversary date of the preceding year’s annual meeting, this advance notice must be received not later than the close of business on the later of (i) the 120th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made.

In addition, pursuant to Rule 14a-19 (“Rule 14a-19”), notices of a solicitation of proxies in support of director nominees other than the company’s own nominees must be postmarked or electronically submitted no later than March 22, 2027, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If, however, the date of the 2027 Annual Meeting of Stockholders is more than 30 days before or after May 21, 2027, then the Rule 14a-19 deadline shall be the later of 60 calendar days prior to the date of the 2027 Annual Meeting of Stockholders or the 10th calendar day following the day on which we first make a public announcement of the date of our 2027 Annual Meeting of Stockholders. A nomination that does not comply with the requirements set forth in our Certificate of Incorporation and our Amended and Restated Bylaws will not be presented at the Annual Meeting. We intend to file a proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2027 Annual Meeting of Stockholders.

Nominees to the Board of Directors for the 2026 Annual Meeting. The nominees for election at this 2026 Annual Meeting were recommended by the Corporate Governance and Nominating Committee and selected by the Board.

BOARD MEETINGS AND COMMITTEES

In addition to the Corporate Governance and Nominating Committee, the Board has Audit and Compensation committees. The Audit Committee met four times and the Compensation Committee met three times in 2025. The Board met four times in 2025. The independent directors of the Board met in executive sessions four times in 2025. Each member of the Board attended 75 percent or more of the total number of Board and Board committee meetings on which such Board member served that were held during the period in which he or she was a Board or Board committee member.

We encourage our directors to attend our annual stockholder meeting. Six of our directors attended the meeting last year.

Audit Committee. The Audit Committee oversees our accounting and financial reporting processes and financial statement audits. Its responsibilities include appointing and compensating the independent registered public accounting firm for its audit of our accounts, reviewing the scope and results of these audits, reviewing and evaluating our accounting policies, and approving the non-audit professional services our independent registered public accounting firm provides to us. From January 1, 2025 until October 10, 2025, the Audit Committee consisted of Gregg Alton (Chairman), Gillian M. Cannon, Ph.D., David L. Mahoney and Joshua M. Murray. From October 11, 2025 until December 2, 2025, the Audit Committee consisted of Gregg Alton (Chairman), Ph.D., David L. Mahoney and Joshua M. Murray. Since December 3, 2025, the Audit Committee consisted of Gregg Alton (Chairman), Ph.D., David L. Mahoney, Joshua M. Murray and Kimberly Park. Following the 2026 Annual Meeting of Stockholders, assuming the election of each director nominee herein, membership in the Audit Committee will not change. The Board has determined that all members of the Audit Committee are independent under the Nasdaq rules and that each of them can understand financial statements. The Board has also determined that each member of the Audit Committee satisfies the independence requirements of Rule 10A-3(b)(1) of the Exchange Act and that each of Mrs. Park and Messrs. Alton, Murray and Mahoney is an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K of the Securities Act and the Exchange Act. The Audit Committee’s charter is available at www.corcept.com.

Compensation Committee. The Compensation Committee consists of David L. Mahoney (Chairman), Gregg Alton, G. Leonard Baker, Jr. and Daniel N. Swisher, Jr. The Board has determined that all members of the committee are independent under the Nasdaq rules. The committee reviews and approves, subject to stockholder or Board approval as required, (i) our incentive, equity-based and other compensatory plans and (ii) any benefit, compensation or severance arrangements applicable to our named executive officers. In addition, the committee reviews and approves corporate goals relevant to our chief executive officer’s compensation and recommends the structure and amount of such compensation to the Board for its review and approval. The committee also reviews the compensation and benefits offered to nonemployee directors and recommends appropriate changes to the Board. The committee may delegate its authority and responsibilities to its individual members or to a subcommittee of its members. The committee’s charter is available at www.corcept.com.

BOARD LEADERSHIP AND ROLE IN RISK OVERSIGHT

Board Leadership. We are committed to sound corporate governance and value independent board oversight. Seven of our eight directors qualify as independent under the Nasdaq rules. Following the 2026 Annual Meeting of Stockholders, assuming the election of each director nominee, the number of directors who are independent will not change. In February 2026, our Board reviewed the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment. The Board has determined that the following directors are “independent” under the Nasdaq rules:

James N. Wilson

Gregg Alton

G. Leonard Baker, Jr.

David L. Mahoney

Joshua M. Murray

Kimberly Park

Daniel N. Swisher, Jr.

Dr. Belanoff, our Chief Executive Officer, is an employee and is therefore not “independent.”

In accordance with our Amended and Restated Bylaws, our Board appoints our officers. The Board does not have a policy as to whether the role of the Chairman of the Board and Chief Executive Officer should be separate and whether a lead independent director should be selected. Currently, we separate the roles of Chief Executive Officer and Chairman of the Board. The Chief Executive Officer is responsible for setting Corcept’s strategic direction and its day-to-day leadership and performance. The Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for Board meetings and presides over meetings of the full Board. Our Chairman of the Board, Mr. Wilson, is not an employee and is independent. Our Board believes that its leadership is appropriate for Corcept and its stockholders.

Risk Oversight. The Board oversees our exposure to risk and the steps we have undertaken to mitigate those risks. The Board assesses the risks we face and reviews our strategic plan at least annually. The Board also receives regular updates from our Executive Committee, which consists of our Chief Executive Officer, Chief Financial Officer, Chief Accounting & Technology Officer, Chief Business Officer, Chief Development Officer, Chief Human Resources and Communications Officer, Chief Scientific Officer, President, Corcept Endocrinology, President, Corcept Oncology and President, Corcept Emerging Markets, regarding the impact and mitigation of various risks. Although the Board bears ultimate responsibility for the company’s risk management, the Audit Committee oversees management of risks arising from our accounting policies and practices, financial reporting, SEC compliance, cybersecurity and potential director or named executive officer conflicts of interest. The Compensation Committee oversees director and executive officer compensation and strives to create compensation incentives that discourage risk-taking inconsistent with our business strategy. The Corporate Governance and Nominating Committee oversees management of risks associated with corporate governance, including environmental and social issues and regulatory compliance. Each of these committees meets regularly with Corcept management and reports to the full Board.

COMMUNICATIONS WITH DIRECTORS

Stockholders or other interested parties may write to any director or committee of our Board at c/o Secretary, Corcept Therapeutics Incorporated, 101 Redwood Shores Parkway, Redwood City, California 94065. The Secretary will refer comments or questions regarding our accounting, internal controls or auditing matters to the Audit Committee and those regarding compensation to the Compensation Committee. The Secretary will refer comments or questions regarding the nomination of directors and other corporate governance matters to the Corporate Governance and Nominating Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2025, our Compensation Committee consisted of Messrs. Mahoney, Alton, Baker and Swisher. None of the members of our Compensation Committee is, or has been, an officer or employee of our Company. None of our named executive officers serves or in the past year has served as a member of the board of directors of any entity that has one or more named executive officers serving on our Board or Compensation Committee.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The names of our executive officers, their ages as of April 9, 2026 and other information about them are set forth below:

Name

Age

Position

Joseph K. Belanoff, M.D.

Chief Executive Officer, President and Director

William Guyer, Pharm.D.

Chief Development Officer

Hazel Hunt, Ph.D.

Chief Scientific Officer

Joseph D. Lyon

Chief Accounting and Technology Officer

Sean Maduck

President, Corcept Endocrinology

Atabak Mokari

Chief Financial Officer and Treasurer

Charles Robb

Chief Business Officer and Secretary

Joseph K. Belanoff, M.D. Dr. Belanoff’s biography is presented under “Nominees to Board of Directors.”

William Guyer, Pharm.D. was named our Chief Development Officer in August 2021. He brings more than 30 years of medical and clinical experience to the role, including nearly 20 years in positions of increasing seniority at Gilead Sciences. From March 2015 to August 2021, he served as Senior Vice President of Gilead’s global Medical Affairs team, with responsibility for developing innovative strategies for advancing compounds from discovery to commercialization in a wide range of complex diseases, including infectious diseases, liver diseases, cancer and inflammatory disorders. His work included designing, implementing and supporting company- and investigator-sponsored studies, collaborative studies, real-world data generation and health outcomes research, as well as scientific and medical communications and education programs across Gilead’s entire portfolio of medications. Prior to joining Gilead, Dr. Guyer was the Director of the HIV Pharmacy and Outpatient Infusion Center Services for Kaiser Permanente in Southern California. He is a clinical pharmacist and holds a Pharm.D. from the University of Southern California.

Hazel Hunt, Ph.D. was named our Chief Scientific Officer in July 2020. Prior to that she was our Senior Vice President, Research. Dr. Hunt joined Corcept in 2011, bringing with her more than 23 years of experience in the pharmaceutical and biotechnology industries. From 2002 to 2011, Dr. Hunt was Director of Chemistry and Operations at Argenta, where she worked closely with Corcept and played an integral role in the discovery of Corcept’s portfolio of next-generation selective glucocorticoid receptor antagonists and cortisol modulators. From 1994 to 2002, she worked for Celltech, initially as a Group Leader in Medicinal Chemistry and ultimately as Section Leader, Project Chemistry. From 1992 to 1994, she served as a Research Fellow at The Centre for Drug Design and Development. Before that Dr. Hunt worked at Glaxo Group Research as a Senior Chemist in Medicinal Chemistry. Dr. Hunt received a first-class honors degree in chemistry from the Australian National University and a Ph.D. in synthetic organic chemistry from the University of Southampton, UK. She also carried out postdoctoral work at Oxford University and the University of California at Irvine.

Joseph Douglas Lyon was named our Chief Accounting and Technology Officer in February 2024. Mr. Lyon also supported our pharmacy operations as Chief Pharmacy Officer from April 2025 to February 2026 in addition to his Chief Accounting and Technology Officer role. Prior to that he was Corcept’s Chief Accounting Officer from July 2020 to January 2024 and before that he was Vice President, Corporate Controller. Mr. Lyon joined the Company as Director of Finance and Accounting in July 2012. Mr. Lyon held the positions of Worldwide Corporate Controller and General Manager at ZINFI Technologies, Inc. from July 2011 to June 2012 and Director of Business Development and Operations at Connor Group from

January 2006 to June 2011. Prior to that, Mr. Lyon was an auditor at Ernst & Young LLP from July 2004 to June 2006. Mr. Lyon is a Certified Public Accountant and earned a B.A. and Masters in Accounting from the University of Utah, and is a graduate of Harvard Business School’s Executive Business General Management Program.

Sean Maduck was named President, Corcept Endocrinology in April 2022. Prior to that he was our Chief Commercial Officer and before that he was our Senior Vice President, Commercial. Mr. Maduck joined Corcept in 2012, bringing to the company 12 years of pharmaceutical, biotechnology and management experience. From 2002 to 2012, he held positions in the Finance, Portfolio Planning and Commercial functions at Genentech. Prior to Genentech, he was an investment banking analyst at W.R. Hambrecht + Company. From 2012 to 2022, Mr. Maduck served on the Board of Directors of the Cancer Support Community – San Francisco Bay Area. Mr. Maduck earned an A.B. from Dartmouth College, a B.E. in Biomedical Engineering from the Thayer School of Engineering at Dartmouth College, and a Masters in Management from the Stanford Graduate School of Business.

Atabak Mokari was named as our Chief Financial Officer in March 2021. Mr. Mokari has over 20 years of experience in life sciences and healthcare finance. From 2018 to 2020, Mr. Mokari was Chief Financial Officer at Bellicum Pharmaceuticals, Inc., a biopharmaceutical company. Mr. Mokari served as Chief Financial Officer and Vice President of Corporate Development from 2016 to 2018 at medical device manufacturer IRIDEX Corporation. Mr. Mokari was a director at Wells Fargo Securities LLC’s healthcare investment banking group from 2013 to 2016, at UBS’s healthcare investment banking group from 2009 to 2013 and at Credit Suisse’s healthcare investment banking group from 2005 to 2009. Prior to that, Mr. Mokari was a member of the business development team at Forest Laboratories, a pharmaceutical company, and an analyst at the private equity firm Olympus Partners and the investment banking firm Bowles Hollowell Conner & Co. Mr. Mokari earned an M.B.A. from The Tuck School of Business at Dartmouth and a B.S. in Chemistry and Biology from Duke University.

Charles Robb was named as our Chief Business Officer in March 2021 after serving more than nine years as Corcept’s Chief Financial Officer. Mr. Robb has more than 30 years of experience in executive management, operations and finance. From 2005 through 2011, Mr. Robb served as the Senior Vice President of Operations, Administration and Finance of Fitness Anywhere, Inc., a fitness equipment and training company with operations in the United States, Europe and Asia. From 2003 to 2005, Mr. Robb was engaged in the private practice of law. From 2000 to 2002, he was Senior Vice President of Citadon, Inc. He also held positions in business development for Nomura Asset Capital Corporation from 1998 to 1999 and in sales and marketing for Legal Research Network, Inc., from 1996 to 1998. From 1992 to 1996, Mr. Robb practiced law at Howard, Rice, Nemerovski, Canady, Falk & Rabkin. Mr. Robb earned a B.A. in English and Political Philosophy from Yale and a J.D. from Harvard Law School, where he was a member of the Harvard Law Review.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding ownership of our common stock as of April 9, 2026 (or that is based on filings with the SEC) by (a) each person known to us to own more than 5 percent of the outstanding shares of our common stock, (b) our directors, (c) our Chief Executive Officer and each other named executive officer named in the compensation tables appearing later in this proxy statement and (d) all current directors and executive officers as a group. The information in this table is based solely on statements in filings with the SEC or other information we believe to be reliable. Percentage of ownership is based on 107,356,686 shares of common stock outstanding as of April 9, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to the shares. Shares of common stock subject to outstanding options and warrants exercisable within 60 days of April 9, 2026 are deemed outstanding for computing the percentage of ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage of any other person.


Name of Beneficial Owner(1)	Number of Shares Beneficially Owned (# of shares)(2)	Percentage of Shares Beneficially Owned (%)
5 percent Stockholders
BlackRock, Inc.(3)	11,539,099	10.7%
Vanguard Group Inc.(4)	9,537,532	8.9%
Ingalls & Snyder, LLC and affiliated entities(5)	8,173,721	7.6%
Renaissance Technologies(6)	5,758,528	5.4%
Directors and Named Executive Officers
Joseph K. Belanoff, M.D.(7)	6,743,951	6.1%
G. Leonard Baker, Jr.(8)	5,663,946	5.3%
James N. Wilson(9)	2,991,515	2.8%
Sean Maduck(10)	1,828,180	1.7%
Charles Robb(11)	1,770,145	1.6%
David L. Mahoney(12)	1,507,042	1.4%
Atabak Mokari(13)	842,757	*
William Guyer, Pharm.D.(14)	549,731	*
Gregg Alton(15)	203,750	*
Kimberly Park(16)	203,750	*
Joshua M. Murray(17)	153,750	*
Daniel N. Swisher, Jr.(18)	139,511	*
All current directors and executive officers as a group (14 persons)(19)	24,730,737	20.7%


*			Less than 1 percent of our outstanding common stock.
(1)			Unless otherwise indicated, the address of each of the named individuals is c/o Corcept Therapeutics, 101 Redwood Shores Parkway, Redwood City, California 94065.
(2)			Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or of which a person has the right to acquire ownership within 60 days after April 9, 2026. Except as otherwise noted, each person or entity has sole voting and investment power with respect to the shares shown.
(3)			Information regarding the holdings of BlackRock, Inc., or BlackRock, is based on information obtained from Amendment No. 4 to Schedule 13G filed by BlackRock on July 17, 2025 with respect to its holdings as of June 30, 2025. The address for BlackRock is 50 Hudson Yards, New York, NY 10001.
(4)			Information regarding the holdings of Vanguard Group, Inc., or Vanguard, is based on information obtained from Amendment No. 8 to Schedule 13G filed by Vanguard on February 13, 2024 with respect to its holdings as of December 29, 2023. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. On March 26, 2026, Vanguard filed Amendment No. 9 to Schedule 13G to disclose an internal realignment that occurred on January 12, 2026. Due to the internal realignment, certain subsidiaries or business divisions of subsidiaries of Vanguard that formerly had, or were deemed to have, beneficial ownership with Vanguard will report beneficial ownership separately (on a disaggregated basis) from Vanguard. As of March 26, 2026, Vanguard reported that it no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by these subsidiaries and/or business divisions.
(5)			Consists of shares held by Ingalls & Snyder LLC, or Ingalls, for the benefit of Ingalls & Snyder Value Partners, L.P., or ISVP, or other investment advisory clients. Information regarding the holdings of Ingalls and ISVP is based on information obtained from Amendment No. 16 to Schedule 13G filed by Ingalls on February 21, 2025 with respect to its holdings as of December 31, 2024. ISVP is an investment partnership managed under an investment advisory contract by Ingalls, a registered broker dealer and a registered investment advisor. Ingalls holds investment authority but not voting authority over shares held by its investment advisory clients. Mr. Thomas O. Boucher, Jr., a Managing Director of Ingalls, and Mr. Robert L. Gipson and Adam Janovic, Senior Directors of Ingalls, are the general partners of ISVP and share investment and voting power over the shares held by ISVP. Each of these individuals disclaims beneficial ownership of all such shares, except to the extent of his individual pecuniary interest therein. The address for Ingalls is 1 Rockefeller Plaza, New York, NY 10020.


(6)			Information regarding the holdings of Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation, or Renaissance Technologies, is based on information obtained from Amendment No. 5 to Schedule 13G filed by Renaissance Technologies on February 12, 2026 with respect to its holdings as of December 31, 2025. The address for Renaissance Technologies is 800 Third Avenue, New York, New York 10022.
(7)			Includes (a) 2,918,326 shares held by the Joseph K. Belanoff and Katherine A. Blenko Revocable Living Trust and (b) 3,825,625 shares that may be acquired by Dr. Belanoff within 60 days of April 9, 2026 pursuant to options.
(8)			Includes (a) 1,095,262 shares held in The Baker Revocable Trust of which Mr. Baker is a trustee, (b) 1,146,631 shares held by a Roth IRA for the benefit of Mr. Baker, (c) 3,308,303 shares held by Saunders Holdings, L.P. of which Mr. Baker is a trustee of a trust which is the general partner and (d) 113,750 shares that may be acquired by Mr. Baker within 60 days of April 9, 2026 pursuant to options.
(9)			Includes (a) 1,097,532 shares held by the James N. Wilson and Pamela D. Wilson Trust, (b) 901,067 shares held by James and Pamela Wilson Family Partners, (c) 200,000 shares held by the James N. Wilson 2025 Grantor Retained Annuity Trust, (d) 200,000 shares held by the Pamela D. Wilson 2025 Grantor Retained Annuity Trust and (e) 592,916 shares that may be acquired by Mr. Wilson within 60 days of April 9, 2026 pursuant to options. Mr. Wilson has voting power over the shares held by the James N. Wilson and Pamela D. Wilson Trust and James and Pamela Wilson Family Partners pursuant to voting agreements.
(10)			Includes (a) 8,977 shares held in Mr. Maduck’s name, (b) 5,147 shares held by the Sean and Molly Maduck Living Trust of which Mr. Maduck is a co-trustee, (c) 40,000 shares held by the SNM 2025 Grantor Retained Annuity Trust of which Mr. Maduck is a trustee, (d) 34,000 shares held by the SNM 2026 Grantor Retained Annuity Trust of which Mr. Maduck is a trustee, (e) 20,570 shares held by MMM 2025, LLC of which Mr. Maduck is a member and manager, (f) 10,000 shares held by Duckhill Capital, LLC of which Mr. Maduck is President and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein and (g) 1,709,486 shares that may be acquired by Mr. Maduck within 60 days of April 9, 2026 pursuant to options.
(11)			Includes (a) 79,503 shares held in Mr. Robb’s name, (b) 23,142 shares held as custodian for his children under the California Uniform Transfers to Minors Act over which Mr. Robb has voting control and (c) 1,667,500 shares that may be acquired by Mr. Robb within 60 days of April 9, 2026 pursuant to options.
(12)			Includes (a) 1,237,145 shares held by the David L. Mahoney and Winnifred C. Ellis 1998 Family Trust, (b) 46,147 shares held by the Black Dog Private Foundation and (c) 223,750 shares that may be acquired by Mr. Mahoney within 60 days of April 9, 2026 pursuant to options.
(13)			Includes (a) 15,257 shares held in Mr. Mokari’s name and (b) 827,500 shares that may be acquired by Mr. Mokari within 60 days of April 9, 2026 pursuant to options.
(14)			Includes (a) 2,231 shares held in Dr. Guyer’s name and (b) 547,500 shares that may be acquired by Dr. Guyer within 60 days of April 9, 2026 pursuant to options.
(15)			Includes 203,750 shares that may be acquired by Mr. Alton within 60 days of April 9, 2026 pursuant to options.
(16)			Includes 203,750 shares that may be acquired by Ms. Park within 60 days of April 9, 2026 pursuant to options.
(17)			Includes 153,750 shares that may be acquired by Mr. Murray within 60 days of April 9, 2026 pursuant to options.
(18)			Includes 139,511 shares that may be acquired by Mr. Swisher within 60 days of April 9, 2026 pursuant to options.
(19)			Total number of shares includes common stock held by directors, executive officers and entities affiliated with directors and executive officers, which consists of shares included under “Directors and Named Executive Officers” and 266,667 shares of common stock held by two other executive officers and 1,866,042 shares that may be acquired by two other executive officers within 60 days of April 9, 2026 pursuant to options.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Audit Committee’s written charter requires that the Audit Committee review and approve or disapprove all related party transactions that are required to be disclosed by Item 404 of Regulation S-K. All related party transactions between us and our executive officers, directors or principal stockholders are reviewed and approved by our Audit Committee or a majority of the independent and disinterested members of our Board to ensure they are on terms no less favorable to us than could be obtained from unaffiliated third parties and have bona fide business purposes. Since January 1, 2025, there were no related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than the director and executive compensation arrangements discussed herein.

Severance and Change in Control Agreements. We have entered into severance and change in control agreements with our executive officers. The agreements provide that, if employment is terminated without cause or for good reason regardless of whether it is in connection with a change in control, the executive will continue to receive, for 12 months, his or her base salary and continued health insurance coverage. The agreements also provide for full vesting of the terminated executive’s outstanding equity awards in the event the termination occurs, with or without cause, within 18 months following a change in control. For a detailed description, see “Executive Compensation – Compensation Discussion and Analysis – Potential Payments Upon Termination or Change in Control – Severance and Change in Control Agreements.”

Director Indemnification Agreements. We have entered into indemnification agreements with our directors and executive officers. Such agreements require us, among other things, to indemnify our officers and directors for any event related to the fact that the officer and/or director is or was a director, officer, employee, consultant, agent or fiduciary of or to the Company or is or was serving at the request of the Board as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by such indemnified person in any such capacity, other than for liabilities arising from willful misconduct, and to advance any expenses incurred as a result of any proceeding subject to indemnification.

Rule 10b5-1 Sales Plans. Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information (“MNPI”), subject to compliance with the terms of our Insider Trading Policy.

See “Director Compensation” for a discussion of our director compensation policy.

CODE OF ETHICS

We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available at our website, www.corcept.com. We will disclose at www.corcept.com any amendment to, or waiver of, any provision of our Code of Ethics applicable to our directors and executive officers required to be disclosed under the rules of the SEC and Nasdaq.

INSIDER TRADING POLICY

We have adopted an Insider Trading Policy, which provides our employees, officers and our directors with guidelines with respect to transactions in our securities. We adopted the Insider Trading Policy and the procedures set forth therein to help prevent insider trading and to assist our employees, officers and directors in complying with their trading obligations under the federal securities laws. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Corcept.

PROHIBITION OF EMPLOYEE, OFFICER AND DIRECTOR HEDGING AND USE OF COMPANY SECURITIES AS COLLATERAL

Our insider trading policy prohibits our directors, officers and employees, as well as any of our contractors with access to our sales, financial and clinical data, from engaging in any transactions that are intended to hedge or offset any decrease in the market value of our securities held by the individual as well as certain forms of monetization transactions (including forward contracts and zero-cost collars). Our insider trading policy also prohibits our directors and officers from pledging company securities as collateral for a loan.

DELINQUENT SECTION 16(A) REPORTS

Under Section 16(a) of the Exchange Act and SEC rules, our directors, executive officers and beneficial owners of more than ten percent of any class of our equity securities are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on our review of these reports and representations of such reporting persons, we believe that in 2025 such reporting persons met all applicable Section 16(a) requirements, except for (i) a Form 4 for Charles Robb reporting gifts on January 27, 2025, which transactions were inadvertently reported late on a Form 4 that was filed on April 23, 2025 rather than the due date of January 29, 2025, (ii) two Form 4s for Sean Maduck reporting gifts between May 15, 2018 and July 3, 2025, which transactions were inadvertently reported late on two Form 4s that were filed on June 2, 2025 and August 5, 2025, respectively, rather than the due dates between May 17, 2018 and July 8, 2025 and (iii) a Form 4/A for William Guyer, Pharm.D., reporting a gift on November 17, 2025, that was filed on December 3, 2025, which transaction was inadvertently omitted from a Form 4 filed on November 26, 2025.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our goal is to offer competitive compensation that rewards good short-term and long-term performance. Direct compensation consists of base salary, cash bonuses for the achievement of significant corporate goals, equity grants (which typically vest over four years) and sales commissions. The Compensation Committee has primary responsibility for designing and administering our compensation program.

This section discusses the principles underlying the compensation of the named executive officers included in the “Summary Compensation Table” and the factors that determined their compensation in 2025. Our named executive officers for 2025 were Joseph K. Belanoff, M.D., Chief Executive Officer and President; William Guyer, Pharm.D., Chief Development Officer; Sean Maduck, President, Corcept Endocrinology; Atabak Mokari, Chief Financial Officer and Treasurer; and Charles Robb, Chief Business Officer and Secretary.

Executive Summary

In 2025, we achieved significant clinical, commercial and financial goals:

•Increased the number of Korlym and Korlym authorized generic tablets shipped to patients by 37%, despite the presence of generic alternatives, with revenue increasing from $675.0 million in 2024 to $761.4 million.

•Submitted to the U.S. Food and Drug Administration (“FDA”) a New Drug Application (“NDA”) for relacorilant as a treatment for women with platinum-resistant ovarian cancer, which was subsequently approved by the FDA on March 25, 2026, more than 3 months ahead of schedule.

•Submitted a Marketing Authorization Application (“MAA”) to the European Medicines Agency (“EMA”) seeking approval for the same indication in the European Union.

•Significantly advanced our clinical development programs:

◦Achieved positive results in ROSELLA, our pivotal Phase 3 trial of relacorilant combined with the chemotherapy medication nab-paclitaxel in patients with platinum-resistant ovarian cancer, meeting both of the trial’s dual primary endpoints (progression-free and overall survival).

◦Initiated Phase 2 trials of relacorilant to treat platinum-resistant ovarian, platinum-sensitive ovarian, endometrial and pancreatic cancers and a Phase 1b trial of our proprietary, selective glucocorticoid receptor antagonist nenocorilant to treat a variety of solid tumors.

◦Completed enrollment in MOMENTUM, our trial evaluating the prevalence of hypercortisolism in patients with resistant hypertension.

◦Completed enrollment in MONARCH, our Phase 2b trial of miricorilant in patients with metabolic dysfunction-associated steatohepatitis (“MASH”).

◦Achieved positive results in DAZALS, our Phase 2 trial of dazucorilant in patients with amyotrophic lateral sclerosis (“ALS”), in which an exploratory analyses showed that patients who received dazucorilant exhibited a profound reduction in risk of death during the study’s first year compared to patients who received placebo.

•Advanced promising compounds from our portfolio of selective cortisol modulators towards the clinic.

•Strengthened our global patent portfolio.

Executive Compensation 2025 Program Overview

The Compensation Committee and the Board determined that the Company and its named executive officers met significant goals in 2025, as evidenced by increased revenue and significant progress in its clinical activities. In addition to annual performance, the committee also noted significant advances in the Company’s long-term outlook relative to its peers. Taking into account these accomplishments, as well as the Company’s unique business model and its compensation principles, the committee and the Board took the following actions with respect to the compensation of our named executive officers for 2025:

Base Salary. Effective February 1, 2025, the Compensation Committee recommended, and the Board approved, an approximately four percent increase to the annual base salary of Dr. Belanoff, and Messrs. Maduck, Mokari and Robb, and an 8.8 percent increase to the annual base salary of Dr. Guyer.

Bonuses. In accordance with our practice of awarding cash bonuses for the achievement of significant corporate goals, in March 2026, we paid bonuses to all employees of the Company, including our named executive officers, in recognition of the accomplishments described above.

Equity Awards. In February 2025, the Compensation Committee recommended, and the Board approved, the grant of options to each of our named executive officers. These grants vest over a four-year period, subject to the recipient’s continued employment. In 2025, Dr. Guyer and Messrs. Maduck, Mokari and Robb were granted restricted stock awards (“RSAs”) in connection with their participation in our Employee Stock Purchase Plan (“ESPP”). These awards vest on the one-year anniversary of the award date, subject to certain requirements under the ESPP.

Strong Stockholder Support for our Compensation Decisions

Stockholders controlling 94 percent of the shares voted at our 2025 annual meeting voted to approve the 2024 compensation of our named executive officers. 59 percent of the shares voted at our 2023 annual meeting voted to approve our practice of submitting the compensation of named executive officers to a non-binding stockholder vote once a year. Accordingly, we are seeking the approval of our stockholders, on an advisory basis, of our named executive officers’ compensation at the 2026 Annual Meeting. See Proposal No. 3 in this proxy statement.

Compensation Principles and Objectives

We rely on our compensation program to attract, motivate and retain highly-qualified executive officers by paying them competitively and in a manner that reflects our performance and their contributions to it. Each year, the Board sets goals designed to link each named executive officer’s compensation to significant increases in Corcept’s long-term value. These goals reference the attainment of research, development, commercial and financial objectives, which the Board evaluates at the end of each year. Because drug development can take many years, the largest portion of our named executives’ compensation consists of option grants that are subject to extended vesting periods and reward achievements that increase stockholder value in the long term.

Except for their salaries, compensation for our named executive officers is performance-based. The Compensation Committee determines the structure and amount of performance-based compensation based on its members’ many years’ experience with and understanding of the most effective practices in the biotechnology industry.

These are the Compensation Committee’s objectives:

•Align executive and stockholder interests by providing bonuses and equity awards that are tied to company and individual performance in the short- and long-term; and

•Take advantage of the fact that because Corcept has relatively few employees compared to its revenue and the scope of its development activities, it can offer compensation that its competitors for talent cannot match.

The members of the Compensation Committee are seasoned executives of, consultants to, or investors in the biotechnology industry. Collectively the Chairman of the Board and members of the Compensation Committee have served as board and compensation committee members of many public and privately held companies including Renovaro Biosciences, Symantec, Sunesis Pharmaceuticals, Adamas Pharmaceuticals and Cerus Corporation. As a result, we believe that the Chairman of the Board and the members of the Compensation Committee (as well as our other Board members) clearly understand the compensation structures and amounts that are necessary to attract, motivate and retain management talent in our industry.

Determination of Compensation

The Compensation Committee reviews the performance of our named executive officers annually. To aid the Compensation Committee in its deliberations, our Chief Executive Officer evaluates the performance of all executives other than himself and makes compensation recommendations. The Compensation Committee bases its decisions on the Chief Executive Officer’s input, the input of other Board members and its own evaluation of the achievements of Corcept and of each executive. The Compensation Committee then recommends salaries, performance bonuses and grants of stock options, taking into account its members’ understanding of compensation practices in the biotechnology and pharmaceutical industry and the members’ experiences as executives, consultants, board and compensation committee members and investors.

Tax Considerations

The Compensation Committee considers the impact of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), which limits the tax deductibility of annual compensation in excess of $1,000,000 paid to individuals who have ever served as named executive officers, in light of our overall compensation philosophy and objectives. The Compensation Committee may award compensation to our named executive officers that may not be fully deductible by Corcept if it determines that such compensation is appropriate.

Elements of Executive Compensation

Base Salary

The Compensation Committee determines executive salaries based on its members’ knowledge of industry employment practices and their many years of assessing the salaries required to attract, motivate and retain talented executives in a competitive market. Base salary increases are not determined formulaically. Rather, each year the Compensation Committee reviews the Chief Executive Officer’s salary to determine if a change is appropriate based on its assessment of market compensation trends, the Company’s circumstances, current performance and outlook. The Compensation Committee applies similar scrutiny to the salaries of our other officers, with input from the Chief Executive Officer and other Board members. Based on the Compensation Committee’s assessment, the Compensation Committee recommended and the Board approved the following increases effective February 1, 2025:


Executive	2024 Base Salary ($)		2025 Base Salary ($)		Approximate Increase (%)
Joseph K. Belanoff, M.D.	$	1,144,000	$	1,190,000	4.0%
William Guyer, Pharm.D.	$	658,320	$	716,000	8.8%
Sean Maduck	$	628,161	$	653,000	4.0%
Atabak Mokari	$	548,080	$	570,000	4.0%
Charles Robb	$	688,480	$	716,000	4.0%

Performance-Based Compensation

Cash Bonus. We pay discretionary bonuses annually based on the Compensation Committee’s assessment of our prior year’s progress toward achieving significant long-term goals and the contribution to such achievements by each named executive officer. We also may pay bonuses when significant goals are met.

Factors considered may include successful completion of a clinical trial, approval of a new product, a significant increase in revenue or profitability or substantial improvements in our management or operational capabilities. The discretionary bonuses incentivize achievement of our near-term objectives, consistent with our long-term goals.

Target annual bonuses for our named executive officers are set as a percentage of their salaries and designed to be market competitive and allow us to attract and retain talent. The Compensation Committee determines, in its sole discretion, each year’s actual bonus amounts, based on its evaluation of company-wide and individual performance. For 2025, the target annual bonuses for our named executive officers remained the same as in 2024 and were 100 percent of salary for Dr. Belanoff and 50 percent of salary for Dr. Guyer and Messrs. Maduck, Mokari and Robb.

In February 2026, the Compensation Committee evaluated the contributions of each of our named executive officers with respect to progress towards the achievement of our long-term goals and identified the accomplishments set forth in the Executive Summary above. These include: (i) increasing our revenue; (ii) meeting both dual primary endpoints in our ROSELLA trial; (iii) submitting an NDA to the FDA for relacorilant plus nab-paclitaxel as a treatment for patients with platinum-resistant ovarian cancer in the United States and submitting a MAA to the EMA seeking approval for the same indication in the European Union; (iv) initiating Phase 2 trials of relacorilant to treat platinum-resistant ovarian, platinum-sensitive ovarian, endometrial and pancreatic cancers and Phase 1b trial of nenocorilant to treat a variety of solid tumors; (v) completing enrollment in our MOMENTUM trial; (vi) completing enrollment in our MONARCH trial; and (vii) achieving positive results in our DAZALS trial.

In light of these accomplishments, the Compensation Committee recommended, and the Board approved, the payment of bonuses to all employees of the Company, including payments to our named executive officers as set forth below.


Executive	Target Bonus Achievement (%)	Bonus Amount ($)
Joseph K. Belanoff, M.D.	100%	$	1,190,000
William Guyer, Pharm.D.	120%	$	429,600
Sean Maduck	80%	$	261,200
Atabak Mokari	100%	$	285,000
Charles Robb	100%	$	358,000

Long-Term Equity Incentive Program

We believe that equity incentives motivate outstanding performance from our employees by linking a portion of their compensation to the performance of our stock. Our employees are eligible to receive grants of restricted stock and stock options under our 2024 Incentive Award Plan (“2024 Plan”). With respect to our named executive officers, we have used stock options as our long-term performance-based equity incentive vehicle because we believe they maximize the incentive to increase stockholder value over the long term, since there is no financial gain unless our stock price rises.

The Compensation Committee or the Board typically grant stock options when a named executive officer joins Corcept and then annually in connection with its evaluation of the named executive officer’s expected future performance. The Compensation Committee or the Board also typically grant stock options following a significant change in job responsibility or in recognition of a significant achievement. The Compensation Committee determines the number of shares underlying each stock option grant based on a number of factors, including the scope of the named executive officer’s responsibilities and anticipated contributions to achievement of our goals, the value of the stock option at the time of grant and the Compensation Committee’s or the Board’s understanding of industry practices and norms and other competitive factors. There is no set formula. The relative weight given to each of these considerations is at the Compensation Committee’s discretion.

To incentivize continued employment, stock options granted to our named executive officers generally vest over four years. We have occasionally granted stock options that vest based on the attainment of performance goals. Stock option awards generally expire ten years from the date of the grant, which allows the executive to focus on creating and maintaining long-term stockholder value and to have a reasonable opportunity to benefit from price appreciation in our shares. The exercise price is set at the last quoted price per share on the Nasdaq Capital Market on the date of grant.

In February 2025, the Compensation Committee recommended, and the Board approved, the following option grants to our named executive officers: Dr. Belanoff: 350,000 shares; Dr. Guyer: 140,000 shares; Mr. Maduck: 140,000 shares; Mr. Mokari: 140,000 shares; and Mr. Robb: 140,000 shares. The size of each award was based on the Compensation Committee’s determination of the recipient’s ability to contribute to our future success. The awards vest in 48 equal monthly installments from the grant date, subject to the recipient’s continued employment at each monthly vesting date.

All employees are eligible to participate in our ESPP under the 2024 Plan. The ESPP allows employees to set aside, by means of payroll deductions, up to ten percent of their annual cash compensation for the purchase of our common stock at its fair market value on the purchase date. For each purchased share, the participating employee receives one matching share, also issued from the 2024 Plan, if certain conditions are met. There is no vesting requirement for shares issued pursuant to the ESPP purchase. The matching share is granted in the form of an RSA that vests on the one-year anniversary of the ESPP purchase date, provided the employee has held the corresponding purchased share for one year.

In 2025, in connection with their participation in our ESPP, we granted the following total RSAs to our named executive officers: Dr. Guyer: 224 shares; Mr. Maduck: 1,587 shares; Mr. Mokari: 1,385 shares; and Mr. Robb: 1,764 shares. For detailed information, see the “Grants of Plan-Based Awards During 2025” table below. The size of each award equaled the number of shares purchased via the ESPP with the named executive officer’s percentage contribution election at the time of enrollment.

Severance and Change in Control Arrangements

We have Severance and Change in Control Agreements with each of our named executive officers to encourage continued attention and dedication to their duties should there arise the possibility of a change in the control of our Company and to help ensure a smooth transition should such a change in control occur. The terms of these agreements are the same for all the named executive officers. For a detailed description, see “Potential Payments Upon Termination or Change in Control – Severance and Change in Control Agreements,” below.

Other Elements of Compensation

Our executives are eligible to receive retirement and insurance benefits on the same terms as our other employees, as set forth below. Eligibility for all employees begins on the first day of the month coinciding with or immediately following the first business day of employment. These benefits help us attract and retain talented employees in a competitive market, where such benefits are common. Each year, we review the benefits we offer.

Retirement Plans. We have a Section 401(k) Savings/Retirement Plan, or 401(k) Plan, that covers eligible U.S. employees and employees of any designated affiliate. Eligible employees may contribute up to 100 percent of their annual compensation, subject to limitations imposed by the Internal Revenue Code. All contributions are immediately vested and non-forfeitable. We match 100 percent of contributions made by eligible employees, including each named executive officer, up to the maximum permitted by the Internal Revenue Code.

Medical Insurance. At our sole cost, we provide each eligible employee, including each named executive officer, and his or her spouse and dependents with comprehensive health, dental and vision insurance.

Life and Disability Insurance. At our sole cost, we provide each eligible employee, including each named executive officer, disability and life insurance.

Policies with Respect to Equity Compensation Awards

We grant stock option awards with an exercise price equal to the last quoted price per share on the Nasdaq Capital Market on the date of grant. We do not select option grant dates for named executive officers in coordination with the release of MNPI.

We have an insider trading policy that prohibits our named executive officers and Board members from engaging in certain transactions in our stock, including short sales, and in derivative securities related to our stock. For a detailed description, see “Prohibition of Employee, Officer and Director Hedging,” above.

2025 Summary Compensation Table

The following table provides compensation information for the years ended December 31, 2025, 2024 and 2023 for each of our named executive officers.


Name and Principal Position	Year	Base Salary ($)		Bonus ($)(1)		Option Awards ($)(2)		Restricted Stock Awards ($)(3)		All Other Compensation ($)(4)		Total ($)
Joseph K. Belanoff, M.D.,	2025	$	1,182,333	$	1,190,000	$	12,907,718	$	—	$	23,500	$	15,303,551
Chief Executive Officer and	2024	$	1,140,533	$	1,716,000	$	7,010,548	$	—	$	23,000	$	9,890,081
President	2023	$	1,083,333	$	1,320,000	$	6,911,901	$	—	$	22,500	$	9,337,734
William Guyer, Pharm.D.,	2025	$	706,387	$	429,600	$	5,163,087	$	17,871	$	23,500	$	6,340,445
Chief Development Officer	2024	$	656,210	$	510,198	$	2,804,219	$	—	$	23,000	$	3,993,627
	2023	$	628,167	$	379,800	$	2,764,760	$	60,871	$	22,602	$	3,856,200
Sean Maduck,	2025	$	648,860	$	261,200	$	5,163,087	$	111,995	$	23,500	$	6,208,642
President	2024	$	626,148	$	471,120	$	2,804,219	$	46,684	$	23,000	$	3,971,171
Corcept Endocrinology	2023	$	601,583	$	422,800	$	2,764,760	$	97,288	$	22,500	$	3,908,931
Atabak Mokari,	2025	$	566,347	$	285,000	$	5,163,087	$	97,733	$	23,500	$	6,135,667
Chief Financial Officer and	2024	$	546,323	$	411,060	$	2,804,219	$	72,704	$	23,000	$	3,857,306
Treasurer	2023	$	524,333	$	316,200	$	2,764,760	$	89,314	$	22,500	$	3,717,107
Charles Robb,	2025	$	711,413	$	358,000	$	5,163,087	$	124,500	$	23,500	$	6,380,500
Chief Business Officer and	2024	$	686,273	$	533,572	$	2,804,219	$	91,307	$	23,000	$	4,138,371
Secretary	2023	$	659,333	$	397,200	$	2,764,760	$	112,925	$	22,500	$	3,956,718


(1)			These amounts constitute discretionary bonuses paid to each named executive officer based on our Compensation Committee’s and Board’s determination of corporate and individual performance.
(2)			These amounts equal the grant date fair value of option awards as calculated under FASB ASC Topic 718, not the compensation actually received by the named executive officers or the value that may be recognized with respect to these awards in the future. The relevant assumptions used to calculate the value of the option awards are set forth in Part IV – Item 15(1) – Financial Statements, Notes to Consolidated Financial Statements, Note 7 – “Stockholders’ Equity – Option Valuation Assumptions” in our Annual Report on Form 10-K for the year ended December 31, 2025.
(3)			These amounts equal the grant date fair value of restricted stock awards based on the closing market price of the Company’s common stock on the date of grant. The compensation realized by each named executive officer will depend on the fair market value at the time each award vests.
(4)			The amounts reflected in All Other Compensation consist of employer contributions by the Company under our 401(k) Plan.

Grants of Plan-Based Awards During 2025

The following table summarizes the grants of option and restricted stock awards we made to the named executive officers in 2025.


Name	Grant Date	All Option Awards: Number of Securities Underlying Options (# of shares)(1)	Exercise Price of Option Awards ($/share)		All Restricted Stock Awards: Number of Awards (# of shares)(2)	Grant Date Fair Value of Option and Restricted Stock Awards ($)(3)
Joseph K. Belanoff, M.D.	2/28/2025	350,000	$	60.58	—	$	12,907,718
William Guyer, Pharm.D.	2/28/2025	140,000	$	60.58	—	$	5,163,087
	12/1/2025	—	$	—	224	$	17,871
Sean Maduck	2/28/2025	140,000	$	60.58	—	$	5,163,087
	3/3/2025	—	$	—	266	$	15,713
	6/2/2025	—	$	—	888	$	63,652
	9/2/2025	—	$	—	228	$	16,275
	12/1/2025	—	$	—	205	$	16,355
Atabak Mokari	2/28/2025	140,000	$	60.58	—	$	5,163,087
	3/3/2025	—	$	—	232	$	13,704
	6/2/2025	—	$	—	775	$	55,552
	9/2/2025	—	$	—	200	$	14,276
	12/1/2025	—	$	—	178	$	14,201
Charles Robb	2/28/2025	140,000	$	60.58	—	$	5,163,087
	3/3/2025	—

SEC Form DEF 14A filed by Corcept Therapeutics Incorporated