Halladay Benjamin 4
4 · Esperion Therapeutics, Inc. · Filed Jul 13, 2026
Research Summary
AI-generated summary of this filing
Esperion (ESPR) CFO Benjamin Halladay Sells 1.34M Shares
What Happened
- Benjamin Halladay, Chief Financial Officer of Esperion Therapeutics (ESPR), reported dispositions totaling 1,339,680 shares on July 13, 2026. These were dispositions to the issuer under the merger agreement (transaction code D) as MergerCo completed a merger with Esperion.
- Each share was converted into $3.16 in cash plus one contractual contingent value right (CVR). The cash component for 1,339,680 shares is roughly $4,233,388.80; Halladay also received 1,339,680 CVRs. This was a corporate merger-related conversion/cancellation of shares, not an open-market sale.
Key Details
- Transaction date: 2026-07-13 (Effective Time of the merger).
- Per-share cash consideration: $3.16; total cash ≈ $4.23 million. Each share also converted into one CVR.
- Total shares disposed: 1,339,680 (line items: 705,410; 200,000 (derivative); 213,000 (derivative); 221,270 (derivative)).
- Derivative items: the filing includes RSUs and in‑the‑money options treated in the merger—RSUs vested and converted; certain options were cashed out pursuant to the merger terms.
- Includes 477,191 RSUs (vested and converted), and 2,581 shares from the Employee Stock Purchase Plan per footnotes; in‑the‑money options were converted to cash + CVRs.
- Shares of common stock were canceled at the Effective Time and are no longer outstanding; post‑transaction common stock ownership is effectively zero.
- Filing appears to report the merger conversion (Exhibit 24 Power of Attorney included). No late-filing indication in the report.
Context
- This was a merger-related conversion: each share (and share equivalents like RSUs/options) was automatically converted into the merger consideration (cash + CVR). Such transactions are corporate actions, not insider market sales and therefore don’t necessarily reflect the insider’s view of the company’s stock.
- For retail investors: note the payment includes contingent value rights (CVRs) — potential future cash payments if specified milestones are met — so value received includes immediate cash plus contingent upside tied to those milestones.
Insider Transaction Report
Form 4Exit
Halladay Benjamin
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-07-13−705,410→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F5][F1]2026-07-13−200,000→ 0 totalExercise: $2.05Exp: 2034-03-14→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5][F1]2026-07-13−213,000→ 0 totalExercise: $1.50Exp: 2035-03-14→ Common Stock (213,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5][F1]2026-07-13−221,270→ 0 totalExercise: $2.44Exp: 2036-03-13→ Common Stock (221,270 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]Includes 477,191 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.
- [F4]Includes 2,581 shares recently acquired in Esperion's Employee Stock Purchase Plan.
- [F5]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.
Signature
/s/ Sheldon L. Koenig, by power of attorney|2026-07-13