Esperion Therapeutics (ESPR) CLO equity cashed out at $3.16 plus CVRs

Rhea-AI Filing Summary

Esperion Therapeutics, Inc. executive Benjamin Looker, Chief Legal Officer, reported dispositions of equity in connection with the closing of a merger in which Esperion became a wholly owned subsidiary of Essence Parent Inc. At the July 13, 2026 effective time, each share of common stock was converted into the right to receive $3.16 in cash per share plus one contingent value right (CVR), after which all common shares were canceled. Looker disposed of 667,524 shares of common stock and stock options covering 620,230 shares, which were canceled and converted into cash payments based on the excess of the $3.16 per share cash consideration over their respective exercise prices, plus CVRs, consistent with the merger terms.

Filing Explained

On <date>July 13, 2026</date>, each common share became a right to $3.16 cash plus one CVR, and Esperion became Parent’s wholly owned subsidiary.

A Form 4 reports an insider transaction, and this July 13, 2026 filing records one tied to the merger's effective time. The merger took effect on July 13, 2026: MergerCo merged into Esperion, which survived as a wholly owned subsidiary of Essence Parent Inc. At that time, each outstanding common share was canceled and converted into $3.16 in cash without interest plus one CVR tied to specified milestones.

For the reporting person, 667,524 common shares, including 483,635 RSUs, were disposed of in the merger, leaving 0 common shares reported as directly owned. The three listed stock options—150,000 at $2.05, 201,000 at $1.50, and 269,230 at $2.44—were also canceled and converted into cash equal to the excess of $3.16 over each exercise price, plus one CVR, leaving 0 options. The filing attributes these dispositions to the merger agreement rather than to an open-market transaction.

The July 13, 2026 filing gives no fixed cash amount for the CVRs; their payments depend on specified milestones and applicable withholding.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Looker Benjamin

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy)	150,000	--	--
Disposition	Stock Option (right to buy)	201,000	--	--
Disposition	Stock Option (right to buy)	269,230	--	--
Disposition	Common Stock	667,524	--	--

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 483,635 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

Common shares disposed: 667,524 shares Options disposed (total underlying): 620,230 shares Per share cash consideration: $3.16 per share +4 more

7 metrics

Common shares disposed 667,524 shares Shares of Esperion common stock converted into merger consideration at the July 13, 2026 effective time

Options disposed (total underlying) 620,230 shares Stock options on 269,230; 201,000; and 150,000 shares canceled and converted into cash plus CVRs

Per share cash consideration $3.16 per share Cash amount received for each share of Esperion common stock in the merger, excluding CVR value

Option exercise price 1 $2.44 per share Exercise price of 269,230-share stock option series canceled in the merger

Option exercise price 2 $1.50 per share Exercise price of 201,000-share stock option series canceled in the merger

Option exercise price 3 $2.05 per share Exercise price of 150,000-share stock option series canceled in the merger

RSUs referenced in footnote 483,635 RSUs Restricted stock units that vested, were canceled, and converted into cash plus CVRs at the effective time

Key Terms

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

4 terms

contingent value right financial

"each, a "CVR" and, together with the per share cash consideration, the "merger consideration""

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.

in-the-money option financial

"each stock option having a per share exercise price that was less than the per share cash consideration"

restricted stock units financial

"Includes 483,635 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.

per share cash consideration financial

"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.

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

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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 - 04:04 PM Learn about SEC filing dates

FAQ

What did Esperion Therapeutics (ESPR) disclose about Benjamin Looker’s shares in this Form 4?

Benjamin Looker, Chief Legal Officer, reported disposing of 667,524 common shares and options on 620,230 shares as part of a merger in which Esperion became a wholly owned subsidiary of Essence Parent Inc., with all common stock converted into cash plus CVRs.

What consideration did Esperion Therapeutics (ESPR) shareholders receive in the merger?

Each Esperion common share was converted into $3.16 in cash per share plus one contingent value right (CVR). Shares were then automatically canceled, and CVRs entitle holders to potential future cash payments if specified milestones are achieved.

How were Benjamin Looker’s Esperion (ESPR) stock options treated at closing?

At the effective time, each in-the-money option held by Benjamin Looker was canceled and converted into the right to receive cash equal to $3.16 minus the option’s exercise price per share, plus one CVR for each underlying share, subject to tax withholding.

What happened to restricted stock units (RSUs) noted in the Esperion (ESPR) Form 4 footnotes?

Footnotes state that 483,635 RSUs vested in full at the merger’s effective time, were canceled, and converted into rights to receive for each underlying share $3.16 in cash plus one CVR, subject to applicable tax withholding and certain exceptions.

Did Benjamin Looker retain any Esperion (ESPR) shares or options after these Form 4 transactions?

The Form 4 reports that, following the transactions, Benjamin Looker held 0 shares of common stock and 0 stock options directly, as all reported equity interests were canceled or converted under the merger terms.

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^*

Looker 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 Legal 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)		667,524(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$2.05(4)	07/13/2026		D(1)			150,000	(4)	03/14/2034	Common Stock	150,000	(4)	0	D
Stock Option (right to buy)	$1.5(4)	07/13/2026		D(1)			201,000	(4)	03/14/2035	Common Stock	201,000	(4)	0	D
Stock Option (right to buy)	$2.44(4)	07/13/2026		D(1)			269,230	(4)	03/13/2036	Common Stock	269,230	(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 483,635 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)