Esperion CCO equity canceled in $3.16-per-share merger

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.

Filing Explained

As of July 13, 2026, Esperion’s merger was effective: common shares were canceled for $3.16 cash plus one CVR.

The July 13 Form 4 records the Chief Commercial Officer’s securities as disposed of at the merger’s Effective Time, when MergerCo merged into Esperion and Esperion became Parent’s wholly owned subsidiary.

At that completed stage, each outstanding common share was automatically canceled and converted into the right to receive $3.16 in cash plus one contingent value right (CVR), changing holders’ position from outstanding common stock to merger consideration.

The filing identifies 424,536 restricted stock units held by the reporting person; those units vested in full to the extent unvested, were canceled, and were converted into the same cash-and-CVR consideration, with the reported remaining derivative holdings at zero.

The July 13 filing leaves any additional CVR payment dependent on the achievement of specified milestones and does not state a fixed additional payment amount.

Insider Trade Summary

Net Seller: 424,536 shares

Net Sell 1 txn

Insider Harlow John B. Jr.

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	424,536	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. 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.
2. F2. 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.
3. F3. 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.

per share cash consideration financial

"equal to $3.16 per share, without interest (the "per share cash consideration")"

The amount of cash offered to buy each share of a company in a transaction, such as a takeover or buyout. Think of it as the dollar price a buyer promises to hand over for every share you own; it matters to investors because it determines the immediate cash value they would receive, whether the offer is above or below current market price, and helps compare competing bids or evaluate fairness.

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.

How many Esperion (ESPR) shares or units did John B. Harlow Jr. dispose of?

The filing shows a disposition of 424,536 restricted stock units (RSUs) tied to Esperion common stock. These RSUs vested in full at the merger Effective Time and were canceled in exchange for the agreed merger consideration per underlying share.

What did Esperion (ESPR) shareholders receive in the merger at the Effective Time?

Each share of Esperion common stock was converted into the right to receive $3.16 in cash per share, without interest, plus one contingent value right (CVR) per share, representing potential future cash payments upon achieving specified milestones.

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.

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Available on EDGAR 07/13/2026 - 04:04 PM Accepted by SEC EDGAR 07/13/2026 - 04:04 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harlow John B. Jr.

(Last) (First) (Middle)

C/O ESPERION THERAPEUTICS, INC.

3891 RANCHERO DRIVE, SUITE 150

(Street)

ANN ARBOR MICHIGAN 48108

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Esperion Therapeutics, Inc. [ ESPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/13/2026		D(1)		424,536(2)(3)	D	(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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.

2. 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.

3. 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Sheldon L. Koenig, by power of attorney	07/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)