Esperion Therapeutics (ESPR) CCO swaps 424,536 RSUs for $3.16 cash plus CVRs
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Esperion Therapeutics, Inc. Chief Commercial Officer John B. Harlow Jr. reported a disposition of equity awards tied to the company’s merger with Essence Parent Inc. At the July 13, 2026 Effective Time, all common shares were converted into the right to receive $3.16 per share in cash plus one contingent value right (CVR). Harlow’s 424,536 restricted stock units vested in full and were canceled in exchange for the same cash-and-CVR merger consideration per underlying share, leaving him with no remaining directly held common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Harlow John B. Jr.
Role
Chief Commercial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 424,536 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (1)
- This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 1, 2026, by and among the Issuer, Essence Parent Inc., a Delaware corporation ("Parent") and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on July 13, 2026 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock") was converted into the right to receive (a) an amount in cash equal to $3.16 per share, without interest (the "per share cash consideration"), and (b) one contractual contingent value right per share (each, a "CVR" and, together with the per share cash consideration, the "merger consideration"), representing the right to participate in contingent payments in cash, without interest, upon the achievement of certain milestones, subject to any applicable withholding taxes. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled. Consists of 424,536 restricted stock units (each, a "RSU"). At the Effective Time, each RSU with respect to Common Stock outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested), and was canceled and converted into the right to receive, with respect to each share of Common Stock subject to such RSU immediately prior to the effective time, (a) a cash payment (rounded down to the nearest cent), without interest and subject to applicable tax withholding and deductions, equal to the per share cash consideration, plus (b) one CVR, subject to certain exceptions.
Key Figures
RSUs Disposed: 424,536 units
Per Share Cash Consideration: $3.16 per share
CVR per Share: 1 CVR per share
+2 more
5 metrics
RSUs Disposed
424,536 units
Restricted stock units vested and canceled at the Effective Time in merger
Per Share Cash Consideration
$3.16 per share
Cash component of merger consideration for each common share
CVR per Share
1 CVR per share
Each common share also received one contingent value right
Post-Transaction Holdings
0 shares
Common stock directly held by John B. Harlow Jr. after transaction
Effective Time
July 13, 2026
Date MergerCo merged into Esperion and consideration became effective
Key Terms
contingent value right, restricted stock units, per share cash consideration, Effective Time
4 terms
contingent value right financial
"one contractual contingent value right per share (each, a "CVR""
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
restricted stock units financial
"Consists of 424,536 restricted stock units (each, a "RSU")."
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.
Effective Time regulatory
"on July 13, 2026 (the "Effective Time"), MergerCo merged"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
What insider transaction did Esperion Therapeutics (ESPR) report for John B. Harlow Jr.?
John B. Harlow Jr., Esperion’s Chief Commercial Officer, reported the disposition of 424,536 restricted stock units in connection with the closing of the merger with Essence Parent Inc. at the July 13, 2026 Effective Time.
What happened to John B. Harlow Jr.’s RSUs in the Esperion (ESPR) merger?
His 424,536 RSUs vested in full at the Effective Time, were then canceled, and each underlying share became entitled to $3.16 in cash plus one CVR, subject to tax withholding and certain exceptions described in the merger terms.
Does John B. Harlow Jr. hold Esperion (ESPR) common stock after the merger transaction?
Following the reported transaction, the Form 4 indicates 0 shares of Esperion common stock held directly by John B. Harlow Jr., as all such shares tied to his RSUs were canceled and converted into merger consideration at closing.
What is a CVR in the context of the Esperion (ESPR) merger?
A CVR, or contractual contingent value right, gives holders the right to receive potential future cash payments, without interest, if specified milestones are achieved, in addition to the $3.16 per share cash consideration paid at closing.