Esperion Therapeutics (ESPR) director equity cashed out at $3.16 plus CVRs in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Esperion Therapeutics, Inc. director Seth H. Z. Fischer reported dispositions of equity that occurred at the closing of a merger in which Essence MergerCo Inc. was merged with and into Esperion, making Esperion a wholly owned subsidiary of Essence Parent Inc. At the effective time on July 13, 2026, 141,023 shares of Esperion common stock held directly by Fischer were disposed of in a transaction with the issuer.
Each common share was converted into the right to receive $3.16 in cash per share plus one contingent value right (CVR) providing potential future cash payments upon achievement of specified milestones. All such shares ceased to be outstanding and were automatically canceled. Outstanding equity awards were also converted: 79,873 restricted stock units vested in full and were canceled for the same per-share cash amount plus one CVR per underlying share, subject to tax withholding.
In addition, three in-the-money stock option grants covering 44,000; 32,500; and 21,000 shares, with exercise prices of $0.87, $2.25, and $1.37 per share, respectively, were canceled and converted into cash equal to the excess of the $3.16 per-share cash consideration over the applicable exercise price, plus one CVR per underlying share. Following these issuer dispositions, Fischer reported no remaining direct holdings of Esperion common stock or the reported options.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Fischer Seth H. Z.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 21,000 | -- | -- |
| Disposition | Stock Option (right to buy) | 32,500 | -- | -- |
| Disposition | Stock Option (right to buy) | 44,000 | -- | -- |
| Disposition | Common Stock | 141,023 | -- | -- |
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
Per-share cash consideration: $3.16 per share
Common shares disposed: 141,023 shares
Restricted stock units: 79,873 RSUs
+4 more
7 metrics
Per-share cash consideration
$3.16 per share
Cash paid for each Esperion common share at the merger effective time
Common shares disposed
141,023 shares
Esperion common stock held by Seth H. Z. Fischer and canceled in the merger
Restricted stock units
79,873 RSUs
RSUs that vested in full and were canceled for cash plus one CVR per underlying share
Option grant shares 1
44,000 shares
In-the-money stock option canceled and settled; exercise price $0.87 per share
Option exercise price 1
$0.87 per share
Exercise price of 44,000-share in-the-money stock option compared with $3.16 cash consideration
Option grant shares 2
32,500 shares
In-the-money stock option canceled and settled; exercise price $2.25 per share
Option grant shares 3
21,000 shares
In-the-money stock option canceled and settled; exercise price $1.37 per share
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 Esperion Therapeutics (ESPR) director Seth H. Z. Fischer report in this Form 4?
Seth H. Z. Fischer reported dispositions of all his reported Esperion equity in connection with a merger, including 141,023 common shares and several in-the-money stock options, all canceled and converted into cash and contingent value rights.
How were Esperion Therapeutics (ESPR) restricted stock units treated at the merger closing?
Fischer’s holdings included 79,873 restricted stock units. At the effective time, each RSU vested in full, was canceled, and converted into the right to receive $3.16 in cash per underlying share plus one CVR, subject to applicable tax withholding and deductions.
What happened to Esperion Therapeutics (ESPR) stock options held by the director?
Three in-the-money stock option grants covering 44,000, 32,500, and 21,000 shares with exercise prices of $0.87, $2.25, and $1.37 were canceled and converted into cash equal to $3.16 minus the exercise price per share, plus one CVR per underlying share.
What structural change did Esperion Therapeutics (ESPR) undergo in this transaction?
Essence MergerCo Inc. merged with and into Esperion, with Esperion continuing as the surviving corporation and becoming a wholly owned subsidiary of Essence Parent Inc. All previously outstanding common shares were canceled in exchange for cash and CVRs.