[Form 4] Esperion Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Esperion Therapeutics CFO Benjamin Halladay reported the disposition of his equity in connection with Esperion’s merger with Essence Parent Inc. On July 13, 2026, all of his 705,410 shares of common stock were transferred to the issuer as part of the merger consideration, and he no longer holds these shares. In addition, stock options for 221,270 shares at $2.44, 213,000 shares at $1.50, and 200,000 shares at $2.05 per share were canceled and disposed of to the issuer. Under the merger terms, each share of common stock and each in-the-money option was converted into the right to receive $3.16 in cash per share plus one contingent value right, providing potential future cash payments if specified milestones are achieved.

Filing Explained

The merger is complete: Esperion common shares were canceled for $3.16 per share plus one CVR, ending existing common-stock ownership.

This Form 4 records the July 13, 2026 effective time of the merger, with Esperion surviving as Parent's wholly owned subsidiary and the reporting person's covered securities canceled under the merger terms.

For existing common holders, each share was converted into a right to receive $3.16 in cash and one CVR, and all common shares were automatically canceled and no longer outstanding from the effective time.

Form 4 reports an insider transaction within two business days; this filing identifies the reporting person as Esperion's Chief Financial Officer and records the disposition under the merger agreement rather than describing an open-market sale.

The filing says each in-the-money option—one with an exercise price below $3.16—was canceled and converted into the excess of $3.16 over its exercise price plus one CVR.

It reports zero following ownership for 705,410 common shares and for each of three option positions covering 200,000, 213,000, and 221,270 underlying shares; the July 13, 2026 filing leaves the CVR milestones unspecified.

Sources and calculations

• Esperion Therapeutics Form 4 (2026-07-13)
• Form 4 purpose and codes (2026-07-12)

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Halladay Benjamin

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy)	200,000	--	--
Disposition	Stock Option (right to buy)	213,000	--	--
Disposition	Stock Option (right to buy)	221,270	--	--
Disposition	Common Stock	705,410	--	--

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

Footnotes (1)

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 477,191 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. Includes 2,581 shares recently acquired in Esperion's Employee Stock Purchase Plan. 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: 705,410 shares Per share cash consideration: $3.16 per share Option shares at $2.44: 221,270 shares +3 more

6 metrics

Common shares disposed 705,410 shares Shares of Esperion common stock transferred to issuer at merger effective time

Per share cash consideration $3.16 per share Cash portion of merger consideration for each share of common stock

Option shares at $2.44 221,270 shares In-the-money stock options canceled and converted into cash plus one CVR per underlying share

Option shares at $1.50 213,000 shares In-the-money stock options canceled and converted into cash plus one CVR per underlying share

Option shares at $2.05 200,000 shares In-the-money stock options canceled and converted into cash plus one CVR per underlying share

Restricted stock units 477,191 RSUs RSUs that vested in full at the effective time and were converted into cash plus CVRs

Key Terms

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

4 terms

contingent value right financial

"each share received 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.

restricted stock units financial

"Includes 477,191 restricted stock units (each, a "RSU"). At the Effective Time, each 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")"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/13/2026 - 04:04 PM Accepted by SEC EDGAR 07/13/2026 - 04:03 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^*

Halladay Benjamin

(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 Financial 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)		705,410(2)(3)(4)	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)	$2.05(5)	07/13/2026		D(1)			200,000	(5)	03/14/2034	Common Stock	200,000	(5)	0	D
Stock Option (right to buy)	$1.5(5)	07/13/2026		D(1)			213,000	(5)	03/14/2035	Common Stock	213,000	(5)	0	D
Stock Option (right to buy)	$2.44(5)	07/13/2026		D(1)			221,270	(5)	03/13/2036	Common Stock	221,270	(5)	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 477,191 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. Includes 2,581 shares recently acquired in Esperion's Employee Stock Purchase Plan.

5. 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)