Esperion Therapeutics (ESPR) director equity cashed out at $3.16 plus CVRs
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Hoffman Robert E.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 40,000 | -- | -- |
| Disposition | Stock Option (right to buy) | 7,040 | -- | -- |
| Disposition | Common Stock | 85,153 | -- | -- |
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: 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")"
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 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.