SCPH deal: insiders cashed out for $5.35 and contingent $1 CVR

Rhea-AI Filing Summary

scPharmaceuticals Inc. completed a merger with MannKind Corporation, effective 10/07/2025, after a Purchaser tender offer that paid $5.35 per share plus one non-tradable contingent value right (CVR) per share representing a potential additional $1.00 payment if a specified milestone is achieved. The reporting person, John H. Tucker (President and CEO and Director), reported disposition of 318,502 shares and a deemed sale/transfer of 122,345 shares on the same date, leaving 0 common shares beneficially owned following the transactions. Time-based RSU awards accelerated, converted into cash at $5.35 per share plus one CVR per share, and in-the-money stock options with exercise prices below $5.35 were cancelled and converted into cash payments equal to the spread plus one CVR per option share.

Positive

• Cash consideration of $5.35 per share provided immediate liquidity to shareholders
• RSU acceleration and cash conversion guaranteed recipients received value without future vesting uncertainty
• Options converted for cash eliminated potential future dilution from exercised shares

Negative

• Reporting person disposed of 318,502 shares, resulting in 0 common shares beneficially owned post-transaction
• CVR is contingent and only provides an additional $1.00 per share if a milestone is met, so full consideration is not certain
• Tax withholding applied to cash payouts may reduce net proceeds to award holders

Insights

Corporate Governance Analyst

Executive holdings were fully cashed out by the merger, simplifying ownership structure.

The merger resulted in an immediate cash settlement of outstanding equity awards and acceleration of RSUs, replacing vested equity with cash and one CVR per share. This removes insider common-stock exposure and centralizes ownership under the parent company.

Key dependencies include the CVR milestone outcome and any tax withholdings; monitor the realization of the $1.00 CVR payment and any disclosures on tax withholding timing within the next 12 months.

Compensation & Capital-Structure Specialist

In-the-money options were cashed out at the merger spread, terminating option overhang.

Options with exercise prices below $5.35 were cancelled and converted into cash equal to the per-share spread times shares, and RSUs were converted into immediate cash plus CVRs. The transactions remove future dilution from these awards and crystallize executive compensation value.

Watch for the aggregate cash payout figure in post-merger statements and any tax reporting for option and RSU settlements during the current tax year.

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^*

Tucker John H

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		122,345	D	(1)(2)	318,502	D
Common Stock	10/07/2025		D		318,502	D	(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)	$3.34	10/07/2025		D			300,000	(4)	02/11/2035	Common Stock	300,000	$0	0	D
Stock Option (Right to Buy)	$3.25	10/07/2025		D			84,500	(4)	02/25/2029	Common Stock	84,500	$0	0	D
Stock Option (Right to Buy)	$4.31	10/07/2025		D			249,000	(4)	01/31/2032	Common Stock	249,000	$0	0	D
Stock Option (Right to Buy)	$3.81	10/07/2025		D			496,674	(4)	03/07/2027	Common Stock	496,674	$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 (as amended, 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. Tendering stockholders received per share consideration of $5.35 in cash per share, subject to any applicable withholding taxes and without interest thereon, plus one non-tradable contingent value right ("CVR") per share, representing the right to receive one contingent payment of $1.00, in cash,

2. (Continued from footnote 1) subject to any applicable withholding taxes and without interest thereon, upon achievement of the specified milestone. After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of October 7, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.

3. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each time-based restricted stock unit award with respect to shares that is, at the time of determination, subject to vesting or forfeiture conditions ("RSU Award") that is outstanding as of immediately prior thereto, shall (a) accelerate and become fully vested, and (b) by virtue of the Merger automatically (except as otherwise provided in the Merger Agreement) and without any action on the part of the Issuer, Parent or the holder thereof, be canceled and terminated and converted into the right to receive (i) an amount in cash equal to the product of the number of shares underlying such RSU Award immediately prior to the Effective Time multiplied by $5.35, subject to any applicable withholding taxes and without interest thereon plus (ii) one CVR with respect to each share subject to such RSU Award immediately prior to the Effective Time.

4. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each option to purchase Shares (a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time and that that has an exercise price per share that is 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/ Rachael Nokes, Attorney-in-fact for John H. Tucker	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) shareholders receive in the merger?

Shareholders received $5.35 in cash per share plus one non-tradable CVR per share representing the right to a possible additional $1.00 cash payment upon achievement of a specified milestone.

What happened to insider John H. Tucker's holdings after the transaction?

The Form 4 reports dispositions totaling 318,502 shares and a separate deemed disposal of 122,345 shares on 10/07/2025, leaving 0 common shares beneficially owned following the merger.

How were RSUs and stock options treated in the merger?

Time-based RSUs accelerated and converted into cash at $5.35 per share plus one CVR per share; Company options with exercise prices below $5.35 were cancelled and converted into cash equal to the spread per share plus one CVR per underlying share.

Are the CVR payments guaranteed?

No. The CVR represents a contingent right to receive $1.00 in cash per share upon achievement of a specified milestone; payment is not guaranteed.

Will taxes affect the cash payouts to holders?

Yes. Footnotes state cash consideration is subject to applicable withholding taxes, which will reduce net proceeds to recipients.