SCPH insider: 72,174 options cancelled for cash and CVRs at $5.35

Rhea-AI Filing Summary

scPharmaceuticals insider report: A director, Frederick M. Hudson, filed a Form 4 reporting cancellation/conversion of outstanding company stock options in connection with a merger. On 10/07/2025 options with exercise prices below $5.35 were cancelled and converted into cash consideration equal to the excess of $5.35 over each option's exercise price, plus one contingent value right (CVR) per underlying share. The filing lists four cancelled option grants totaling 72,174 underlying shares (30,000; 19,750; 16,300; 6,124) with exercise prices of $3.85, $4.11, $4.53 and $3.37, and expiration dates ranging from 06/18/2029 to 06/03/2035. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• 72,174 option shares converted into cash and one CVR per share, providing liquidity to option holders
• Transaction terms explicitly link cash consideration to a fixed per-share merger price of $5.35, making the payout formula clear

Negative

• All listed Company Options were cancelled, eliminating the holder's remaining option-based upside tied to those awards
• No cash amounts are shown in the Form 4 itself; actual payout amounts require separate calculation and are not itemized here

Insights

Corporate Transactions Attorney

Options were cancelled for cash and CVRs under a merger formula.

The reported transactions show that Company Options with exercise prices below $5.35 were cancelled at the merger and converted into a cash payment equal to the per-share spread to $5.35, plus one CVR per underlying share. The filing itemizes 72,174 underlying shares across four option grants with specified exercise prices and expirations.

Legal dependencies include the terms of the Merger Agreement dated August 24, 2025 and the tender completion on 10/07/2025. Material items to monitor are the cash amounts payable $5.35 minus each listed exercise price times the listed share counts) and the mechanics/timing for CVR distribution following merger closing.

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^*

Hudson Frederick M.

(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,

2. (Continued from footnote 1) 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.
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FAQ

What did scPharmaceuticals (SCPH) report on Form 4 dated 10/07/2025?

The Form 4 reports that 72,174 option shares held by Director Frederick M. Hudson were cancelled and converted into cash equal to the excess of $5.35 over each option's exercise price, plus one CVR per underlying share.

How many option grants were affected and what are their exercise prices?

Four option grants totaling 72,174 shares were cancelled with exercise prices of $3.85, $4.11, $4.53, and $3.37.

When were the cancellations effective?

The reported transaction date and tender completion date shown on the Form 4 is 10/07/2025 under the Merger Agreement terms.

Will the reporting person receive additional consideration beyond cash?

Yes. In addition to cash equal to the per-share spread to $5.35, the reporting person is to receive one CVR per underlying share for the cancelled options.

Are the exact cash payout amounts listed in the Form 4?

No. The Form 4 describes the payout formula ($5.35 minus each option's exercise price times shares) but does not list the computed cash amounts.