[Form 4] scPharmaceuticals Inc. Insider Trading Activity

Rhea-AI Filing Summary

Director Jack A. Khattar reported changes in his holdings following a completed merger transaction. He disposed of 5,000 shares of common stock on 10/07/2025, leaving him with 0 shares of direct common stock. The transactions occurred under a Merger Agreement in which purchasers paid $5.35 per share in cash in a tender offer and issued one non-tradable contingent value right (CVR) per share that may pay up to $1.00 aggregate upon achievement of specified regulatory and net sales milestones. Outstanding company stock options with exercise prices below $5.35 were cancelled and converted into cash payments equal to the excess of $5.35 over the option exercise price, plus one CVR per underlying share; several option grants totaling 72,174 options (aggregate of listed amounts) were reported as disposed/converted.

Positive

• Director received cash consideration of $5.35 per share for tendered shares
• Each tendered share and each converted option also received one CVR providing up to $1.00 potential additional cash per CVR

Negative

• Reporting person holds 0 direct common shares after the reported sale
• Outstanding options with exercise prices below $5.35 were cancelled, eliminating future direct equity upside

Insights

Corporate Transactions Analyst

Insider holdings moved to cash and CVRs as part of a $5.35-per-share transaction.

The director sold 5,000 shares and reported 0 remaining direct shares after a tender offer that paid $5.35 per share plus one CVR per share. Unexercised options with exercise prices below $5.35 were cancelled and converted into cash equal to the spread and one CVR per underlying share.

Key dependencies are the CVR milestone outcomes and timing for any contingent payments; investors should note CVRs are non-tradable and pay only if regulatory and net sales triggers occur within stated milestone windows.

Executive Compensation Specialist

Option cancellation converted equity compensation into immediate cash value plus contingent upside.

Several stock option grants were listed as cancelled/converted on 10/07/2025 with exercise prices below the transaction price; each was converted into a cash payment equal to ($5.35 minus exercise price) times shares, plus one CVR per share. The filing lists four option groups totaling 72,174 options affected by the conversion.

This treatment removes future equity upside for the holder and replaces it with fixed cash consideration plus contingent CVR exposure; the value realization depends on milestone attainment on or before the applicable milestone-outside dates.

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^*

Khattar Jack A.

(Last) (First) (Middle)

C/O SCPHARMACEUTICALS INC

25 BURLINGTON MALL ROAD, SUITE 203

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
scPharmaceuticals Inc. [ SCPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/07/2025		U		5,000	D	(1)(2)	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)	$3.85	10/07/2025		D			30,000	(3)	06/03/2035	Common Stock	30,000	$0	0	D
Stock Option (Right to Buy)	$4.11	10/07/2025		D			19,750	(3)	06/11/2034	Common Stock	19,750	$0	0	D
Stock Option (Right to Buy)	$4.53	10/07/2025		D			16,300	(3)	06/14/2032	Common Stock	16,300	$0	0	D
Stock Option (Right to Buy)	$3.37	10/07/2025		D			6,124	(3)	06/18/2029	Common Stock	6,124	$0	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated as of August 24, 2025 (the "Merger Agreement"), by and among the Issuer, MannKind Corporation ("Parent") and Seacoast Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's common stock ("Common Stock") on October 7, 2025. Tendering stockholders received per share consideration of $5.35 in cash, without interest, subject to any applicable withholding taxes, plus one non-tradable contingent value right ("CVR"), representing the right to receive certain contingent payments of up to an aggregate amount of $1.00 per CVR in cash,

2. (Continued from footnote 1) without interest, subject to any applicable withholding taxes, upon the achievement of certain regulatory and net sales milestones on or prior to the applicable milestone outside dates. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger", and the effective time of the Merger, the "Effective Time"), with the Issuer continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.

3. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock (a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time and that had an exercise price per share that was less than $5.35, whether or not then vested or exercisable, was cancelled and converted into the right to receive (i) an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the total number of shares subject to such Company Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) $5.35 over (y) the exercise price payable per share underlying such Company Option and (ii) one CVR in respect of each share subject to such Company Option.

	/s/ John H. Tucker, attorney-in-fact	10/07/2025
	** 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.

FAQ

What did scPharmaceuticals (SCPH) insiders receive per share in the tender offer?

Insiders received $5.35 in cash per share plus one non-tradable CVR that may pay up to $1.00 upon meeting specified milestones.

How many shares did director Jack A. Khattar sell on 10/07/2025?

The director disposed of 5,000 shares, leaving him with 0 direct common shares following the transaction.

What happened to unexercised stock options at the time of the merger?

Company options with exercise prices below $5.35 were cancelled and converted into a cash payment equal to the excess of $5.35 over the exercise price, plus one CVR per underlying share.

How many options were reported converted or cancelled for the reporting person?

The filing lists option groups of 30,000, 19,750, 16,300, and 6,124 options, totaling 72,174 options affected.

Are the contingent value rights (CVRs) tradable immediately?

No, the CVRs are described as non-tradable and may pay only if specified regulatory and net sales milestones are achieved within the milestone windows.