Esperion Announces Inducement Grants Under NASDAQ Listing Rule 5635(c)(4)

Rhea-AI Summary

Esperion (NASDAQ: ESPR) announced inducement equity grants dated December 4, 2025 under its 2017 Inducement Equity Incentive Plan. The company granted an aggregate of 380,000 non‑qualified stock options and 435,536 restricted stock units (RSUs), with John Harlow, the new Chief Commercial Officer, receiving 380,000 options and 424,536 RSUs. The option exercise price is $3.79, equal to the December 4, 2025 closing share price.

Vesting: 25% at the one‑year anniversary of each recipient’s vesting commencement date, then the remaining 75% in twelve equal quarterly installments, subject to continued employment and plan terms.

Key Figures

Stock options granted 380,000 shares Non-qualified options under 2017 Inducement Equity Incentive Plan

RSUs granted 435,536 RSUs Inducement grants to three new employees

RSUs to CCO 424,536 RSUs Awarded to newly appointed Chief Commercial Officer

Option exercise price $3.79 per share Equal to ESPR closing price on December 4, 2025

Initial vesting tranche 25% Vests on one-year anniversary of vesting commencement date

Subsequent vesting 75% in 12 installments Vests in equal quarterly installments after first anniversary

CLEAR Outcomes size 14,000 patients CLEAR Cardiovascular Outcomes Trial supporting marketed medicines

Market Reality Check

$3.79 Last Close

Volume Volume 4,185,064 is below the 6,954,828 20-day average (relative volume 0.6x) ahead of this announcement. low

Technical Price at $3.79 is trading above the 200-day moving average of $1.87 and sits within 5.96% of the 52-week high.

Peers on Argus

Peers show mixed moves: AQST -7.99%, SIGA +1.63%, EOLS -0.29%, AKBA -1.25%, ORGO +0.22%, suggesting ESPR’s action is stock-specific rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 21	Japan launch milestone	Positive	+4.4%	Otsuka launched NEXLETOL in Japan with associated payments and royalties.
Nov 19	Conference participation	Neutral	-1.4%	Piper Sandler conference appearance and webcast access details.
Nov 18	Canada approval	Positive	+0.3%	Health Canada approved NILEMDO for LDL-cholesterol reduction.
Nov 10	CLEAR Outcomes data	Positive	+8.3%	Post hoc analyses showed LDL-C reduction and lower MACE and VTE risk.
Nov 06	Prior inducement grants	Neutral	-15.0%	RSUs granted to new employees under the inducement equity plan.

Pattern Detected

Recent ESPR news has generally been positive and price often reacted in the same direction, while more administrative items like conferences and inducement grants have sometimes seen negative divergence.

Recent Company History

Over the last few weeks, ESPR has reported several commercial and clinical milestones. A Japanese launch with Otsuka and Health Canada approval for NILEMDO marked global expansion, while CLEAR Outcomes data from AHA highlighted LDL-C lowering and cardiovascular risk reduction. A prior inducement RSU grant under the 2017 plan and conference participation were more routine. The new inducement awards and CCO-focused grants on Dec 4, 2025 fit into ongoing organizational and commercial build-out.

Market Pulse Summary

This announcement details inducement stock options and RSUs to new hires, including the Chief Commercial Officer, under the 2017 Inducement Equity Incentive Plan at an exercise price of $3.79. It follows a series of recent commercial and clinical milestones and prior inducement grants on Nov 4, 2025. Investors may watch how ongoing executive hiring, equity compensation practices, and subsequent SEC filings interact with capital-raising activity and the company’s global commercialization strategy.

Key Terms

non-qualified stock options financial

"granted three new employees (i) non-qualified stock options to purchase an aggregate"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

restricted stock units financial

"and (ii) 435,536 restricted stock units (RSUs), 424,536 of which were awarded"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

nasdaq listing rule 5635(c)(4) regulatory

"as an inducement material to such individual's entering into employment with Esperion, pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

inducement equity incentive plan financial

"under Esperion’s 2017 Inducement Equity Incentive Plan."

An inducement equity incentive plan is a program that grants employees or executives company shares or stock options to motivate and reward their work, often as a way to attract new talent. It aligns their interests with the company's success, encouraging them to contribute to long-term growth. For investors, such plans can influence a company's stock performance and overall financial health by motivating key personnel.

low density lipoprotein cholesterol medical

"struggling with elevated low density lipoprotein cholesterol (LDL-C)."

Low density lipoprotein cholesterol (LDL-C) is the form of cholesterol that carries fats through the bloodstream and can build up on artery walls, like sticky grease clogging pipes. Investors care because LDL-C levels are a key measure for cardiovascular risk, drive demand and regulatory approval for drugs and medical tests, affect healthcare costs and insurance risk, and can influence valuation and revenue prospects for companies in pharmaceuticals, diagnostics and health services.

atp citrate lyase inhibitors medical

"next generation program which is focused on developing ATP citrate lyase inhibitors (ACLYi)."

ATP citrate lyase inhibitors are drugs that block a cellular protein (ATP citrate lyase) that helps convert nutrients into cholesterol and fatty building blocks. By turning down this biochemical “factory line,” these drugs can lower blood lipid levels and affect metabolic processes. Investors care because successful inhibitors can become treatments for high cholesterol, fatty‑liver or other metabolic conditions, creating revenue, influencing drug pipelines, and changing competitive and licensing dynamics in the healthcare market.

allosteric mechanisms medical

"specific inhibitors with allosteric mechanisms."

Allosteric mechanisms describe how a molecule binds to a protein at a site away from the protein’s active spot and, by changing the protein’s shape or behavior, increases or decreases its activity. Think of pressing a secondary button on a device that subtly alters how the main button works rather than replacing it. For investors, allosteric drugs can offer greater selectivity, fewer side effects and different patent or market niches compared with traditional drugs, affecting clinical success and commercial value.

AI-generated analysis. Not financial advice.

ANN ARBOR, Mich., Dec. 09, 2025 (GLOBE NEWSWIRE) -- Esperion (NASDAQ: ESPR) today announced that on December 4, 2025, the Company granted three new employees (i) non-qualified stock options to purchase an aggregate of 380,000 shares of common stock, all of which were granted to John Harlow, the Company’s newly appointed Chief Commercial Officer, and (ii) 435,536 restricted stock units (RSUs), 424,536 of which were awarded to Mr. Harlow, under Esperion’s 2017 Inducement Equity Incentive Plan.

The 2017 Inducement Equity Incentive Plan is used exclusively for the grant of equity awards to individuals who were not previously an employee or non-employee director of Esperion (or following a bona fide period of non-employment), as an inducement material to such individual's entering into employment with Esperion, pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.

The options have an exercise price of $3.79 per share, which is equal to the closing price of Esperion's common stock on December 4, 2025. Each option and RSU will vest and become exercisable as to 25 percent of the shares on the one-year anniversary of the recipient’s vesting commencement date and will vest and become exercisable as to the remaining 75 percent of the shares in twelve equal quarterly installments at the end of each quarter following such anniversary, in each case, subject to each such employee's continued employment with Esperion on such vesting dates. The options and RSUs are subject to the terms and conditions of Esperion’s 2017 Inducement Equity Incentive Plan, and the terms and conditions of the option and RSU agreements covering the grant.

Esperion Therapeutics
Esperion Therapeutics, Inc. is a commercial stage biopharmaceutical company focused on bringing new medicines to market that address unmet needs of patients and healthcare professionals. The Company developed and is commercializing the only U.S. Food and Drug Administration (FDA) approved oral, once-daily, non-statin medicines for patients who are at risk for cardiovascular disease and are struggling with elevated low density lipoprotein cholesterol (LDL-C). These medications are supported by the nearly 14,000 patient CLEAR Cardiovascular Outcomes Trial. Esperion continues to build on its success with its next generation program which is focused on developing ATP citrate lyase inhibitors (ACLYi). New insights into the structure and function of ACLYi fully enables rational drug design and the opportunity to develop highly potent and specific inhibitors with allosteric mechanisms.

Esperion continues to evolve into a leading global biopharmaceutical company through commercial execution, international partnerships and collaborations and advancement of its pre-clinical pipeline. For more information, visit esperion.com and follow Esperion on LinkedIn and X.

Esperion Contact Information: 
Investors:  
Alina Venezia 
investorrelations@esperion.com
(734) 887-3903 

Media:  
Tiffany Aldrich  
corporateteam@esperion.com
(616) 443-8438 

FAQ

What equity awards did Esperion (ESPR) grant on December 4, 2025?

Esperion granted an aggregate of 380,000 stock options and 435,536 RSUs on December 4, 2025.

How many options and RSUs did John Harlow receive from Esperion (ESPR)?

John Harlow received 380,000 options and 424,536 RSUs as inducement awards.

What is the exercise price for the Esperion (ESPR) options granted on December 4, 2025?

The options have an exercise price of $3.79 per share, equal to the closing price on December 4, 2025.

What is the vesting schedule for the ESPR inducement options and RSUs?

Vesting is 25% at the one‑year anniversary of the vesting commencement date, then the remaining 75% vests in 12 equal quarterly installments, subject to continued employment.

Under which plan were Esperion's (ESPR) December 4, 2025 inducement awards granted?

The awards were granted under the 2017 Inducement Equity Incentive Plan pursuant to NASDAQ Rule 5635(c)(4).

Do Esperion's (ESPR) inducement awards require continued employment to vest?

Yes. Each option and RSU vests subject to the recipient’s continued employment on the applicable vesting dates.