Esperion Therapeutics (ESPR) director exits equity as merger pays $3.16 plus CVRs
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Esperion Therapeutics director J. Martin Carroll reported the disposition of his equity in connection with the closing of a merger in which Essence MergerCo Inc. merged into Esperion, making Esperion a wholly owned subsidiary of Essence Parent Inc. At the effective time on July 13, 2026, 177,523 shares of common stock held by Carroll, plus 79,873 restricted stock units referenced in the footnotes, were converted into the right to receive $3.16 in cash per share and one contingent value right (CVR) per share. In addition, several in-the-money stock options covering 44,000, 32,500, and 21,000 underlying shares, with exercise prices of $0.87, $2.25, and $1.37 respectively, were canceled and converted into cash equal to the spread over $3.16 per share plus one CVR per underlying share. Following these merger-related cancellations and conversions, Carroll no longer holds these reported securities.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
CARROLL J MARTIN
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 21,000 | -- | -- |
| Disposition | Stock Option (right to buy) | 32,500 | -- | -- |
| Disposition | Stock Option (right to buy) | 44,000 | -- | -- |
| Disposition | Common Stock | 177,523 | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
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. Includes 79,873 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. At the Effective Time, each stock option having a per share exercise price that was less than the per share cash consideration (each, an "in-the-money option") was canceled and converted into the right to receive, for each share of Common Stock issuable upon the exercise of such in-the-money option 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 excess of the per share cash consideration over the per share exercise price of such in-the-money option plus (b) one CVR.
Key Figures
Common shares disposed: 177,523 shares
Per share cash consideration: $3.16 per share
Restricted stock units referenced: 79,873 RSUs
+3 more
6 metrics
Common shares disposed
177,523 shares
Shares of Esperion common stock converted into merger consideration at the July 13, 2026 effective time
Per share cash consideration
$3.16 per share
Cash portion of merger consideration for each share of common stock at the effective time
Restricted stock units referenced
79,873 RSUs
RSUs that vested, were canceled and converted into cash plus one CVR per underlying share
Option shares canceled (0.87 strike)
44,000 shares
In-the-money stock option with $0.8700 exercise price canceled for cash spread plus CVRs
Option shares canceled (2.25 strike)
32,500 shares
In-the-money stock option with $2.2500 exercise price canceled for cash spread plus CVRs
Option shares canceled (1.37 strike)
21,000 shares
In-the-money stock option with $1.3700 exercise price canceled for cash spread plus CVRs
Key Terms
contingent value right, per share cash consideration, in-the-money option, restricted stock units
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.
in-the-money option financial
"each stock option having a per share exercise price that was less than the per share cash consideration (each, an "in-the-money option")"
restricted stock units financial
"Includes 79,873 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.
FAQ
What did Esperion Therapeutics (ESPR) director J. Martin Carroll report in this Form 4?
J. Martin Carroll reported dispositions of all reported Esperion equity in connection with a merger. His common shares, RSUs and in-the-money options were canceled and converted into $3.16 cash per share plus CVRs at the merger effective time.
What cash and CVR consideration did Esperion (ESPR) common stock receive in the merger?
Each Esperion common share was converted into $3.16 in cash, without interest, plus one contingent value right (CVR). The CVR represents the right to potential future cash payments upon achievement of specified milestones, subject to applicable tax withholding.
How were J. Martin Carroll’s Esperion (ESPR) restricted stock units treated?
Footnotes state that 79,873 restricted stock units vested in full at the effective time and were canceled. Each underlying share was converted into a right to receive $3.16 in cash plus one CVR, subject to tax withholding and certain exceptions.
What happened to Carroll’s Esperion (ESPR) stock options in this Form 4?
In-the-money options covering 44,000, 32,500 and 21,000 shares with exercise prices of $0.87, $2.25 and $1.37 were canceled and converted into cash equal to the spread over $3.16 plus one CVR per underlying share.
Does J. Martin Carroll retain any of the reported Esperion (ESPR) securities after the merger?
For the securities reported, post-transaction holdings are shown as 0 shares for common stock and the listed options. These positions were canceled and converted into the specified cash and CVR merger consideration at the effective time.