THOMPSON JOHN CRAIG 4

What Happened John C. Thompson, a director of Esperion Therapeutics (ESPR), had 79,873 restricted stock units (RSUs) and 40,000 option-related interests converted/ disposed on July 13, 2026 in connection with the company’s merger. Under the merger, each share of Esperion common stock converted into $3.16 in cash plus one contractual contingent value right (CVR). The 79,873 RSUs converted into cash of $3.16 per share (totaling $252,398.68, before tax withholding) plus CVRs; the 40,000 derivative instruments were canceled and converted into cash equal to the excess of $3.16 over each option’s exercise price (plus one CVR per share). The Form 4 reports these transactions as dispositions to the issuer (code D).

Key Details

• Transaction date: July 13, 2026 (effective time of the merger).
• Report filed: Form 4 dated July 13, 2026 (timely with the transaction date).
• Items disposed: 79,873 RSUs (converted to $3.16/share cash + CVRs) and 40,000 option-related interests (converted to cash = $3.16 − strike, where applicable, plus CVRs).
• Cash realized from RSUs: $252,398.68 (79,873 × $3.16), before tax withholding; cash for options not specified on the form.
• Transaction code: D (Disposition to issuer pursuant to Merger Agreement).
• Footnotes: Dispositions arose from the Agreement and Plan of Merger (May 1, 2026); all common stock was canceled at the Effective Time and replaced by cash and CVRs.

Context These were not open-market sales but merger-related conversions: unvested RSUs vested and were settled for cash and CVRs, and in‑the‑money options were cashed out per the merger terms. CVRs represent contingent future payments tied to milestone achievement and are distinct from immediate cash proceeds. This filing documents the corporate transaction outcome, not a standard insider buy/sell decision.