Esperion director’s shares cashed out at $3.16 plus CVRs

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Form Type

Rhea-AI Filing Summary

Esperion Therapeutics, Inc. director Jay Shepard reported issuer-directed dispositions tied to the closing of a merger with Essence Parent Inc. and Essence MergerCo Inc. on July 13, 2026. At the effective time, his 164,472 shares of common stock were canceled and converted into the right to receive $3.16 per share in cash plus one contingent value right (CVR) per share. In addition, a total of 97,500 "in-the-money" stock options with exercise prices of $0.87, $2.25 and $1.37 per share were canceled and converted into cash equal to $3.16 minus the exercise price per option share, plus one CVR for each underlying share.

Filing Explained

The merger closed July 13, 2026, replacing common shares with $3.16 cash plus one conditional CVR; the filer reported no remaining shares or options.

The July 13, 2026 Form 4 reports a director's securities disposed of under the merger agreement and states that the merger became effective that day, leaving Esperion as a wholly owned subsidiary of Parent.

At the effective time, each common share was converted into $3.16 in cash plus one contingent value right, and all common shares were canceled and ceased to be outstanding.

The table reports 164,472 common shares disposed of and zero common shares remaining, while each of the three listed stock-option positions also had zero options remaining. The filing includes 79,873 restricted stock units, which vested in full to the extent unvested and were canceled for the cash consideration plus one contingent value right per underlying share. The listed options were canceled for the excess of $3.16 over their exercise prices, plus one contingent value right per underlying share.

The contingent value rights may produce future cash payments only if specified milestones are achieved, subject to applicable withholding taxes.

Insider Trade Summary

Net Seller: 164,472 shares

Net Sell 4 txns

Insider Shepard Jay

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy) ^{F4, F1}	21,000	--	--
Disposition	Stock Option (right to buy) ^{F4, F1}	32,500	--	--
Disposition	Stock Option (right to buy) ^{F4, F1}	44,000	--	--
Disposition	Common Stock ^{F1, F2, F3}	164,472	--	--

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

Footnotes (4)

F1. 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.
F2. 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.
F3. 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.
F4. 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: 164,472 shares Stock options disposed: 97,500 shares +4 more

7 metrics

Per share cash consideration $3.16 per share Cash amount each common share was converted into at the merger effective time

Common shares disposed 164,472 shares Jay Shepard’s common stock canceled and converted into merger consideration

Stock options disposed 97,500 shares Total underlying shares from in-the-money options canceled at the effective time

Option exercise price $0.87 per share Exercise price of one in-the-money stock option series canceled in the merger

Option exercise price $2.25 per share Exercise price of another in-the-money stock option series canceled in the merger

Option exercise price $1.37 per share Exercise price of a third in-the-money stock option series canceled in the merger

Restricted stock units 79,873 RSUs RSUs that vested, were canceled, and converted into cash plus one CVR per share

Key Terms

Agreement and Plan of Merger, contingent value right, restricted stock units, in-the-money option, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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 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")"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/13/2026 - 04:06 PM Accepted by SEC EDGAR 07/13/2026 - 04:05 PM

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

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^*

Shepard Jay

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/13/2026		D⁽¹⁾		164,472⁽²⁾⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.37⁽⁴⁾	07/13/2026		D⁽¹⁾			21,000	⁽⁴⁾	06/15/2033	Common Stock	21,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$2.25⁽⁴⁾	07/13/2026		D⁽¹⁾			32,500	⁽⁴⁾	05/23/2034	Common Stock	32,500	⁽⁴⁾	0	D
Stock Option (right to buy)	$0.87⁽⁴⁾	07/13/2026		D⁽¹⁾			44,000	⁽⁴⁾	05/29/2035	Common Stock	44,000	⁽⁴⁾	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 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.

4. 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)

Source: View Original Filing on SEC EDGAR