Harlow John B. Jr. 4

What Happened
John B. Harlow Jr., Chief Commercial Officer of Esperion Therapeutics (ESPR), reported a disposition of 424,536 restricted stock units (RSUs) on July 13, 2026. Under the merger of Esperion into Essence Parent Inc., each RSU converted into (a) cash of $3.16 per share and (b) one contractual contingent value right (CVR). The cash portion for 424,536 RSUs equals approximately $1,341,533.76 (rounded down per the merger terms); RSUs were canceled and replaced by the cash payment and CVRs (subject to applicable withholdings).

Key Details

• Transaction date: 2026-07-13 (Effective Time of the Merger Agreement dated May 1, 2026)
• Transaction type: Disposition to issuer pursuant to merger (Form 4 code D)
• Shares/units converted: 424,536 RSUs
• Cash per share: $3.16; approximate total cash received: $1,341,533.76 (rounded per agreement)
• Additional consideration: 1 CVR granted per share (entitles holder to contingent future cash payments if milestones are met)
• RSUs were vested at the Effective Time, canceled, and converted into cash + CVRs; the common stock was converted and canceled as well
• Tax withholding: cash payments are subject to applicable tax withholding and deductions (per footnote)
• Filing timeliness: Reported on 2026-07-13 (period of report 2026-07-13) — appears timely

Context: This was not an open-market sale or purchase by the insider but a contractual conversion of equity awards due to a merger. The CVRs represent potential future contingent cash payments and are distinct from common shares. The transaction reflects deal consideration rather than a trading decision by the insider.