Esperion director equity cashed out in merger deal

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.

Filing Explained

The July 13 effective merger ends common-stock ownership and converts shares and awards into cash consideration plus contingent value rights.

This Form 4, a filing used to report an insider transaction within two business days, records that the merger became effective on July 13, 2026, with the issuer surviving as a wholly owned subsidiary of Parent.

At the effective time, each common share was converted into the right to receive $3.16 in cash and one contingent value right, and all common shares were automatically canceled, ending common-stock ownership in the surviving issuer.

For the reporting person, the filing shows zero common shares and zero remaining units for each of the three listed stock options after the merger. The $79,873 restricted stock units vested in full to the extent unvested, then were canceled for cash equal to $3.16 per underlying share plus one contingent value right, subject to withholding.

The three listed options, exercisable at $1.37, $2.25, and $0.87 for 21,000, 32,500, and 44,000 underlying shares, respectively, were canceled for payment of the cash consideration less the applicable exercise price, plus one contingent value right per underlying share. The filing identifies the contingent value rights as dependent on certain future milestones but does not specify those milestones.

Insider Trade Summary

Net Seller: 177,523 shares

Net Sell 4 txns

Insider CARROLL J MARTIN

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy) F4, F1	21,000	--	--
Disposition	Stock Option (right to buy) F4, F1	32,500	--	--
Disposition	Stock Option (right to buy) F4, F1	44,000	--	--
Disposition	Common Stock F1, F2, F3	177,523	--	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (4)

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. 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.
4. F4. 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.

per share cash consideration financial

"an amount in cash 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.

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.

How many Esperion (ESPR) common shares did J. Martin Carroll dispose of?

Carroll disposed of 177,523 shares of Esperion common stock. At the merger’s effective time, each share was converted into the right to receive $3.16 in cash plus one contingent value right (CVR) per share as merger consideration.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/13/2026 - 04:06 PM Accepted by SEC EDGAR 07/13/2026 - 04:05 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^*

CARROLL J MARTIN

(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)

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

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)		177,523(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
Stock Option (right to buy)	$1.37(4)	07/13/2026		D(1)			21,000	(4)	06/15/2033	Common Stock	21,000	(4)	0	D
Stock Option (right to buy)	$2.25(4)	07/13/2026		D(1)			32,500	(4)	05/23/2034	Common Stock	32,500	(4)	0	D
Stock Option (right to buy)	$0.87(4)	07/13/2026		D(1)			44,000	(4)	05/29/2035	Common Stock	44,000	(4)	0	D

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. 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.

4. 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.

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)