Esperion Therapeutics (ESPR) CEO exits equity in cash-and-CVR merger payout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Esperion Therapeutics, Inc. completed a merger in which President and CEO Sheldon L. Koenig disposed of his equity positions to the issuer at the merger effective time. The filing reports the disposition of 2,121,094 shares of common stock and several stock option grants covering 647,460, 753,000, and 642,000 underlying shares. Each common share was converted into the right to receive $3.16 in cash per share plus one contingent value right (CVR). Each in-the-money stock option was canceled and converted into cash equal to the excess of the $3.16 per share cash consideration over its exercise price, plus one CVR for each underlying share.
Positive
- None.
Negative
- None.
Filing Explained
The merger took effect on July 13: common shares were canceled and converted into $3.16 plus one contingent value right each.
The
Form 4 reports an insider transaction; this filing's explanation ties the reported disposition to the merger agreement and its effective time. Each in-the-money option was also canceled and converted into cash equal to the excess of
The contingent value rights may produce additional cash payments when specified milestones are achieved, subject to applicable withholding taxes, but the
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
Koenig Sheldon L.
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 642,000 | -- | -- |
| Disposition | Stock Option (right to buy | 753,000 | -- | -- |
| Disposition | Stock Option (right to buy) | 647,460 | -- | -- |
| Disposition | Common Stock | 2,121,094 | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
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 1,474,344 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 1,983 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: 2,121,094 shares
Per share cash consideration: $3.16 per share
Option grant 1 size: 647,460 shares
+5 more
8 metrics
Common shares disposed
2,121,094 shares
Common stock disposition to issuer at merger effective time
Per share cash consideration
$3.16 per share
Cash paid for each share of common stock in the merger
Option grant 1 size
647,460 shares
In-the-money stock option canceled at $2.44 exercise price
Option grant 1 exercise price
$2.44 per share
Exercise price compared with $3.16 per-share cash consideration
Option grant 2 size
753,000 shares
In-the-money stock option canceled at $1.50 exercise price
Option grant 2 exercise price
$1.50 per share
Exercise price compared with $3.16 per-share cash consideration
Option grant 3 size
642,000 shares
In-the-money stock option canceled at $2.05 exercise price
RSUs vested at merger
1,474,344 RSUs
Restricted stock units that vested and were converted into cash plus CVRs
Key Terms
Agreement and Plan of Merger, contingent value right, restricted stock units, in-the-money option
4 terms
Agreement and Plan of Merger regulatory
"reports securities disposed of pursuant to the Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
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 1,474,344 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")"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Esperion Therapeutics (ESPR) disclose about Sheldon L. Koenig’s common stock in this Form 4?
Sheldon L. Koenig reported disposing of 2,121,094 shares of Esperion common stock in connection with a merger, with each share converted into $3.16 in cash plus one contingent value right (CVR).
How were Esperion Therapeutics (ESPR) CEO stock options treated at the merger effective time?
Koenig’s in-the-money stock options covering 647,460, 753,000, and 642,000 shares were canceled and converted into cash equal to $3.16 minus the option exercise price per share, plus one CVR per underlying share.
What is the role of the contingent value right (CVR) in the Esperion (ESPR) merger terms?
Each share and qualifying option received one CVR, representing the right to potential future cash payments, without interest, if certain milestones are met, in addition to the immediate $3.16 per-share cash component.
Did Sheldon L. Koenig retain any direct Esperion (ESPR) common stock after these transactions?
According to the Form 4, Koenig’s direct holdings of Esperion common stock after the merger-related disposition were reported as 0 shares, reflecting the conversion of his equity into merger consideration.
How were Esperion Therapeutics (ESPR) restricted stock units handled in the merger?
The footnotes state that 1,474,344 RSUs vested in full at the effective time, then were canceled and converted so that each underlying share received $3.16 in cash plus one CVR, subject to tax withholding.