Esperion Therapeutics (ESPR) director exits holdings in $3.16-per-share cash and CVR merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Esperion Therapeutics, Inc. director John Craig Thompson reported the disposition of his equity in connection with the closing of a merger in which Essence MergerCo Inc. merged with Esperion, making Esperion a wholly owned subsidiary of Essence Parent Inc.
At the effective time on July 13, 2026, each share of Esperion common stock was converted into the right to receive $3.16 in cash per share plus one contractual contingent value right (CVR) per share, representing rights to potential future cash payments upon achievement of specified milestones. All common shares then ceased to be outstanding and were automatically canceled.
Thompson’s holdings included 79,873 restricted stock units, each converted into the cash amount equal to the per share cash consideration plus one CVR per underlying share, and 40,000 stock options with a per share exercise price of $1.00, treated as in-the-money options and canceled in exchange for cash equal to the spread over $3.16 plus one CVR per underlying share. Following these issuer dispositions, his reported direct holdings of the affected securities were reduced to zero.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
THOMPSON JOHN CRAIG
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 40,000 | -- | -- |
| Disposition | Common Stock | 79,873 | -- | -- |
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. Consists of 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
Per share cash consideration: $3.16 per share
Restricted stock units: 79,873 RSUs
Stock options disposed: 40,000 options
+3 more
6 metrics
Per share cash consideration
$3.16 per share
Cash amount paid for each share of Esperion common stock at the effective time of the merger
Restricted stock units
79,873 RSUs
Number of RSUs held by John Craig Thompson that vested, were canceled, and converted into cash plus CVRs
Stock options disposed
40,000 options
In-the-money options with a $1.00 exercise price canceled and converted into cash plus CVRs
Option exercise price
$1.00 per share
Per share exercise price of Thompson’s in-the-money stock options canceled at the merger
Contingent value rights
1 CVR per share
Each common share or underlying share entitled the holder to one CVR representing contingent cash payment rights
Common stock disposed
79,873 shares
Shares underlying RSUs treated as common stock and canceled in issuer disposition transactions
Key Terms
contingent value right, per share cash consideration, restricted stock units, in-the-money option, +1 more
5 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
"Consists of 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")"
Agreement and Plan of Merger regulatory
"securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement")"
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.
FAQ
What did Esperion Therapeutics (ESPR) disclose about John Craig Thompson’s Form 4 transactions?
John Craig Thompson reported issuer dispositions of his Esperion equity on July 13, 2026, tied to a merger in which his common stock, RSUs, and stock options were canceled and converted into cash plus contingent value rights.
What happened to John Craig Thompson’s restricted stock units at Esperion Therapeutics (ESPR)?
Thompson held 79,873 RSUs. At the effective time, each RSU vested in full, was canceled, and converted into the right to receive cash equal to the $3.16 per share consideration plus one CVR per underlying share, subject to tax withholding.
How were Esperion Therapeutics (ESPR) stock options handled in the merger?
Each in-the-money stock option, including Thompson’s 40,000 options with a $1.00 exercise price, was canceled and converted into cash equal to the excess of $3.16 over the exercise price per share, plus one CVR per underlying share.