Esperion director exits stake in cash-and-CVR merger

Rhea-AI Filing Summary

Esperion Therapeutics, Inc. director Robert E. Hoffman reported dispositions of common stock and stock options in connection with the closing of a merger in which Esperion became a wholly owned subsidiary of Essence Parent Inc. At the July 13, 2026 effective time, his 85,153 shares of common stock were canceled and converted into the right to receive $3.16 in cash per share plus one contingent value right (CVR) per share. Outstanding restricted stock units vested in full and were similarly converted into cash based on the $3.16 per share cash consideration plus one CVR per underlying share. In-the-money stock options, including 7,040 options at a $0.87 exercise price and 40,000 options at a $1.41 exercise price, were canceled and converted into the right to receive cash equal to the excess of $3.16 over the exercise price per option share, plus one CVR per underlying share. Following these transactions, Hoffman no longer holds these securities.

Filing Explained

The merger was completed July 13: Esperion common stock was canceled for $3.16 per share plus one milestone-based contingent value right.

The July 13, 2026 Form 4 reports that, at the merger's Effective Time, MergerCo merged into Esperion Therapeutics, leaving Esperion as Parent's wholly owned subsidiary.

At that time, all outstanding common shares were canceled and converted into $3.16 in cash per share plus one contractual contingent value right, so existing common holders no longer held Esperion common stock after completion.

The filing identifies 85,153 common-stock securities, including 79,873 restricted stock units, and reports zero common shares remaining; it also reports cancellation of 40,000 and 7,040 stock options, with zero derivative securities remaining.

The restricted stock units vested in full to the extent unvested and were canceled for the merger consideration, while the options were canceled for cash equal to the excess of $3.16 over their exercise prices of $1.41 and $0.87, plus one contingent value right per underlying share.

The contingent value rights provide for possible cash payments only upon achievement of specified milestones, subject to the terms and conditions described in the merger arrangement.

Insider Trade Summary

Net Seller: 85,153 shares

Net Sell 3 txns

Insider Hoffman Robert E.

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy) F4, F1	40,000	--	--
Disposition	Stock Option (right to buy) F4, F1	7,040	--	--
Disposition	Common Stock F1, F2, F3	85,153	--	--

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: 85,153 shares Per share cash consideration: $3.16 per share Restricted stock units: 79,873 RSUs +4 more

7 metrics

Common shares disposed 85,153 shares Shares of Esperion common stock canceled at the July 13, 2026 merger effective time

Per share cash consideration $3.16 per share Cash paid for each share of common stock in the merger, excluding CVRs

Restricted stock units 79,873 RSUs RSUs that vested in full and converted into cash plus one CVR per underlying share

Option exercise price $0.87 per share Exercise price of 7,040 in-the-money stock options canceled for cash plus CVRs

Option exercise price $1.41 per share Exercise price of 40,000 in-the-money stock options canceled for cash plus CVRs

Stock options canceled 7,040 options In-the-money options at $0.87 exercise price disposed of in issuer transaction

Stock options canceled 40,000 options In-the-money options at $1.41 exercise price disposed of in issuer transaction

Key Terms

contingent value right, restricted stock units, in-the-money option, per share cash consideration

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

"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.

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")"

per share cash consideration financial

"equal to the per share cash consideration, plus (b) one CVR"

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.

FAQ

What did ESPR director Robert E. Hoffman report on this Form 4?

Robert E. Hoffman reported dispositions of common stock and stock options in connection with a merger in which Esperion became a wholly owned subsidiary of Essence Parent Inc. All reported securities were canceled for cash and contingent value rights (CVRs).

How many Esperion (ESPR) common shares did Hoffman dispose of in the merger?

Hoffman disposed of 85,153 shares of Esperion common stock. At the effective time of the merger, these shares were canceled and converted into the right to receive $3.16 in cash per share plus one contingent value right (CVR) per share.

What cash and CVR consideration did Esperion (ESPR) common shareholders receive?

Each share of Esperion common stock was converted into (a) $3.16 in cash per share, without interest, and (b) one contingent value right (CVR) per share, representing rights to contingent cash payments upon achievement of specified milestones, subject to applicable tax withholding.

How were Esperion (ESPR) restricted stock units treated at the merger?

Outstanding restricted stock units, including 79,873 RSUs held by Hoffman, vested in full at the effective time, were canceled, and converted into the right to receive, per underlying share, $3.16 in cash plus one CVR, subject to tax withholding and certain exceptions.

What happened to in-the-money Esperion (ESPR) stock options in this transaction?

Each in-the-money stock option was canceled and converted into the right to receive, for each underlying share, cash equal to $3.16 minus the per share exercise price plus one CVR. Hoffman’s canceled options included 7,040 options at $0.87 and 40,000 options at $1.41 per share.

Does Robert E. Hoffman still hold Esperion (ESPR) securities after these transactions?

For the securities reported here, Hoffman’s post-transaction holdings are shown as 0 shares. His common stock and the specified stock options were canceled at the merger effective time and converted into rights to receive cash and CVRs instead of remaining as equity.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

Hoffman Robert E.

(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)		85,153(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)	$1.41(4)	07/13/2026		D(1)			40,000	(4)	04/01/2035	Common Stock	40,000	(4)	0	D
Stock Option (right to buy)	$0.87(4)	07/13/2026		D(1)			7,040	(4)	05/29/2035	Common Stock	7,040	(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)