[Form 4] scPharmaceuticals Inc. Insider Trading Activity

Rhea-AI Filing Summary

scPharmaceuticals Inc. (SCPH) Form 4 filed for director Klaus R. Veitinger reports changes tied to a merger transaction completed on 10/07/2025. Pursuant to an Agreement and Plan of Merger with MannKind Corporation, a tender offer and related merger mechanics caused all outstanding company options with an exercise price below $5.35 to be cancelled and converted. Four option grants exercisable for a total of 72,174 underlying shares were cancelled: 30,000 @ $3.85, 19,750 @ $4.11, 16,300 @ $4.53, and 6,124 @ $3.37. Each cancelled option holder will receive cash equal to the excess of $5.35 over the option exercise price multiplied by the number of shares, plus one contingent value right (CVR) per share, subject to withholding.

Positive

• Defined cash consideration replaces uncertain option upside, providing immediate measurable value per cancelled option
• Contingent value rights (CVRs) awarded at one CVR per share preserve potential additional consideration

Negative

• Loss of long‑term upside from cancelled options that otherwise had expirations through 06/03/2035
• Cash payout depends on the fixed $5.35 merger price, capping upside above that level

Insights

Corporate Governance Expert

Director's equity awards were converted into cash and CVRs under the merger terms.

The merger agreement with MannKind caused cancellation of options with exercise prices below $5.35, replacing potential equity upside with a fixed cash makeup and one CVR per share. This removes long‑term equity exposure for affected option holders and accelerates realization tied to the merger consideration.

Key dependencies include the merger effective mechanics and any CVR payment conditions; monitor CVR terms and any escrow/withholding timelines in the near term.

Executive Compensation Analyst

Cancellation affects 72,174 option shares across four grants, creating immediate defined value.

The cash calculation equals ( $5.35 minus the option exercise price ) times shares for each cancelled grant; this crystallizes value today instead of retaining optionality. Reported cancelled grants include expirations ranging from 06/18/2029 to 06/03/2035.

Watch for timing of cash payments and CVR distributions; those will determine ultimate realized value for option holders over the coming months.

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

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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^*

VEITINGER KLAUS R DR

(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

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

2. (Continued from footnote 1) 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.
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FAQ

What did the Form 4 filed for SCPH on 10/07/2025 disclose?

It disclosed that director Klaus R. Veitinger had 72,174 option shares cancelled and converted under the merger terms with MannKind, with cash equal to the excess of $5.35 over each option's exercise price plus one CVR per share.

How many option shares were affected and what were the exercise prices?

A total of 72,174 shares were affected: 30,000 @ $3.85, 19,750 @ $4.11, 16,300 @ $4.53, and 6,124 @ $3.37.

How is the cash amount for cancelled options calculated?

Cash equals the number of shares times the excess of $5.35 over the option's exercise price, paid without interest and subject to withholding.

Does the cancellation eliminate other equity rights for option holders?

Yes, each cancelled option was replaced by a cash payment formula and one CVR per share, removing the original option's future exercise rights.

Who completed the tender offer and merger affecting SCPH options?

The tender offer and related merger mechanics were completed by MannKind Corporation (Parent) and its wholly owned Purchaser under the Merger Agreement dated 08/24/2025.