UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): June ~~May 28~~2, 2026

Esperion Therapeutics, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Its Charter)

Delaware

001-35986

26-1870780

~~001-35986~~

~~26-1870780~~

(State or other jurisdiction ofincorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3891 Ranchero Drive, Suite 150

3891 Ranchero Drive, Suite 150 Ann Arbor, Michigan	48108
(Address of Principal Executive Offices)	(Zip Code)

~~Ann~~ ~~Arbor,~~(734) MI887-3903

(~~Address~~Registrant’s ofTelephone ~~principal~~Number, ~~executive~~Including Area ~~offices~~Code)

48108

(Zip Code)

Registrant’s telephone number, including area code: (734) 887-3903

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since Last ~~last report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~Trading Symbol~~

~~Name of each exchange on which registered~~

Common Stock, par value $0.001 per share

ESPR

NASDAQ Stock Market LLC

Common stock, par value $0.001 per share

ESPR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers~~Events.

As previously disclosed, on May 1, 2026, Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), ~~held~~entered ~~its~~into ~~2026~~an ~~annual~~Agreement ~~meeting~~and Plan of ~~stockholders~~Merger ~~on May 28, 2026~~ (the “~~Annual~~Merger ~~Meeting~~Agreement”). with AsEssence ~~further~~Parent ~~described under Item 5~~Inc.~~07 below~~, ata ~~the~~Delaware ~~Annual~~corporation ~~Meeting,~~and ~~the~~an ~~Company’s~~affiliate ~~stockholders~~of ~~approved~~ArchiMed anSAS ~~amendment~~ (“~~Plan Amendment~~Parent”), toand ~~the~~Essence ~~Esperion~~MergerCo ~~Therapeutics,~~ Inc., ~~2022~~a Delaware ~~Stock~~corporation ~~Option~~ and ~~Incentive~~wholly ~~Plan,~~owned assubsidiary ~~amended~~of ~~(the~~Parent (“~~2022 Plan~~MergerCo”), pursuant to ~~increase~~which, ~~the~~subject ~~aggregate~~to ~~number of shares of~~ the ~~Company's~~terms ~~common~~and ~~stock~~conditions thereof, ~~par~~MergerCo ~~value~~will ~~$0.001~~merge ~~per~~with ~~share~~and ~~(“Common~~into ~~Stock”)~~the Company, ~~authorized~~with ~~for~~the ~~issuance~~Company ~~under~~surviving the ~~2022~~merger ~~Plan~~as bya ~~7,000,000~~wholly-owned ~~shares~~subsidiary of Parent (the “Merger”).

AThe ~~summary~~completion of the ~~Plan~~Merger ~~Amendment~~ is ~~contained~~conditioned inupon, ~~the~~among ~~Company’s~~other ~~Definitive~~things, the ~~Proxy~~approval ~~Statement~~of ~~filed~~the ~~with~~Merger by the ~~U.S.~~Bundeskartellamt ~~Securities~~under ~~and~~the ~~Exchange~~German ~~Commission~~Act ~~pursuant~~Against toRestraints ~~Regulation~~of ~~14A~~Competition on(Gesetz ~~April~~Gegen 16Wettbewerbsbeschränkungen). On June 8, 2026, (the ~~“Proxy~~Company ~~Statement”)~~received innotice, ~~connection~~effective ~~with~~as ~~the~~of ~~Annual~~June ~~Meeting~~2, ~~under~~2026, that the ~~heading~~Bundeskartellamt ~~“Proposal~~cleared ~~Four~~the -Merger. ~~Approval~~The completion of anthe ~~Amendment~~Merger remains subject to the ~~Esperion~~satisfaction ~~Therapeutics~~of other closing conditions, ~~Inc.~~including ~~2022~~the ~~Stock~~expiration ~~Option~~or termination of the applicable waiting periods (and ~~Incentive~~any ~~Plan~~extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as ~~Amended”~~amended from time to time, and isthe ~~incorporated~~adoption ~~herein~~of the Merger Agreement by ~~reference~~the Company’s stockholders.

~~The~~As ~~foregoing~~previously ~~summary~~disclosed, isthe ~~not~~special ~~intended~~meeting toof beCompany ~~complete and is qualified in its entirety by reference~~ stockholders to ~~the~~consider ~~full~~adoption ~~text~~ of the ~~2022~~Merger ~~Plan~~Agreement ~~and~~has ~~the~~been ~~Plan~~scheduled ~~Amendment, a copy of which is attached as Exhibit 10.1~~ to ~~this~~be ~~Current~~held ~~Report~~virtually on ~~Form~~July 8-K, ~~and~~2026 ~~incorporated~~at by8:00 ~~reference~~a.m. inEastern ~~this Item 5~~Time.~~02.~~

~~Item~~Forward-Looking ~~5.07. Submission~~Statements ~~of Matters to a Vote of Security Holders.~~

~~The~~Any ~~Company~~statements ~~held~~in ~~its~~this ~~Annual~~Current ~~Meeting~~Report on ~~May~~Form 288-K regarding the Company’s future expectations, ~~2026.~~plans Asand prospects, as well as any other statements regarding matters that are not historical facts, constitute “forward-looking statements” within the meaning of the ~~close~~Private Securities Litigation Reform Act of ~~business~~1995. onSuch ~~March~~statements 31are subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, ~~2026~~but are not limited to, statements regarding Parent’s proposed acquisition of the ~~record~~Company, ~~date~~the ~~for~~ability of Parent and the ~~Annual~~Company ~~Meeting~~to complete the transactions contemplated by the Merger Agreement, ~~there~~including ~~were~~the ~~257~~parties’ ability to satisfy the conditions set forth in the Merger Agreement,~~404~~ statements about the expected timetable for completing the Merger,~~876~~ ~~shares~~the potential effects of ~~Common~~the ~~Stock~~pending ~~outstanding~~acquisition on the Company, and ~~entitled~~the potential to ~~vote~~achieve atthe milestones related to the ~~Annual~~contingent ~~Meeting~~payments under the CVR, and other statements containing the words “anticipates,” “believes,” “continue,” “expects,” “intends,” “estimates,” “plans,” “may,” “will,” “could,” “would,” “project,” “potential” and similar expressions. ~~The~~You ~~number~~should ofnot ~~shares~~place ofundue ~~Common~~reliance ~~Stock~~on ~~present~~forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in ~~person~~some cases, beyond the Company’s control. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or ~~represented~~may byprove ~~proxy~~to atbe incorrect. Actual results and the ~~Annual~~timing ~~Meeting~~of ~~was~~events ~~177~~could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Such risks and uncertainties include,~~208~~ without limitation,~~856~~ (i) the occurrence of any event, ~~thus~~change ~~establishing~~or aother ~~quorum~~circumstance ~~for~~that could give rise to the termination of the Merger Agreement; (ii) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, including the receipt of ~~business~~required atregulatory approvals and the ~~Annual~~requisite ~~Meeting.~~approval ~~The~~of the Company’s stockholders; ~~voted~~(iii) the effects of disruption on the ~~following~~Company ~~matters,~~from ~~which~~the ~~are~~proposed ~~described~~transaction inand ~~detail~~the inimpact of the ~~Proxy~~announcement ~~Statement:~~and ~~(i)~~pendency toof ~~elect~~the ~~two~~proposed ~~Class~~transaction Ion ~~director~~the ~~nominees~~Company’s business, J.results ~~Martin~~of ~~Carroll~~operations and ~~Sheldon~~financial L.condition; ~~Koenig,~~(iv) tothe effects of the proposed transaction on the Company'’s ~~Board~~relationships with ofcustomers, ~~Directors~~employees, ~~each~~other tobusiness ~~hold~~partners ~~office~~or ~~until~~governmental or regulatory entities; (v) the ~~Company's~~risks ~~2029~~related ~~annual~~to ~~meeting~~non-achievement of any ~~stockholders~~net sales milestone and ~~until~~that ~~their~~holders ~~respective~~of ~~successors~~the ~~are~~CVRs ~~duly~~will ~~elected~~not ~~and~~receive ~~qualified,~~any ~~subject~~payments in respect of the CVRs; (vi) the response of competitors to ~~their~~the ~~earlier~~proposed ~~death,~~transaction; ~~resignation~~(vii) orrisks ~~removal~~associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; (~~“Proposal~~viii) 1”the ability of the parties to consummate the proposed transaction in a timely manner or at all; (ix), significant costs associated with the proposed transaction; (iix) topotential ~~approve~~litigation relating to the ~~non-binding~~proposed ~~advisory~~transaction; ~~resolution~~(xi) onrestrictions during the ~~compensation~~pendency of the proposed transaction that may impact the Company’s ~~named~~ability ~~executive~~to ~~officers~~pursue ~~(“Proposal~~certain 2”business opportunities; (xii) risks related to the net sales, profitability, commercial development and launch plans, and growth of the Company’s commercial products; (~~iii~~xiii) risks and uncertainties related to ~~ratify~~regulatory applications, review and approval processes, and the ~~appointment~~Company’s ofcompliance with ~~Ernst~~applicable &legal ~~Young~~and ~~LLP~~regulatory asrequirements; (xiv) general industry conditions, competition, and the outcomes and anticipated benefits of legal proceedings and settlements; and (xv) general economic factors. These and other risks are described in additional detail in the Company’s ~~independent~~Annual ~~registered~~Report ~~public~~on ~~accounting~~Form ~~firm~~10-K for the ~~fiscal~~ year ~~ending~~ended December 31, ~~2026~~2025 ~~(“Proposal~~and ~~3”),~~the ~~and~~Company’s ~~(iv)~~other tofilings ~~approve~~with anthe ~~amendment~~SEC, toavailable on the ~~2022~~SEC’s ~~Plan~~website toat ~~increase~~www.sec.gov. ~~the~~All ~~aggregate~~forward-looking ~~number~~statements ofcontained ~~shares~~in ofthis ~~Common~~Current ~~Stock~~Report ~~authorized~~on ~~for~~Form ~~issuance~~8-K ~~under~~speak only as of the ~~2022~~date ~~Plan~~hereof, byand 7the Company specifically disclaims any obligation to update any forward-looking statement,~~000~~ whether because of new information,~~000~~ ~~shares~~future ~~("Proposal~~events ~~4")~~or otherwise.

~~The~~Additional ~~Company’s~~Information ~~stockholders~~and ~~approved~~Where ~~the~~to ~~Class~~Find IIt ~~director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for Class I directors as follows:~~

Class I Director Nominee	For	Withhold	Broker Non-Votes
J. Martin Carroll	105,082,565	26,011,489	46,114,802
Sheldon L. Koenig	109,672,941	21,421,113	46,114,802

In connection with the proposed transaction between the Company and Parent, the Company has filed with the Securities and Exchange Commission (the “SEC”) a proxy statement on Schedule 14A (the “Proxy Statement”) relating to a special meeting of its stockholders. Additionally, the Company may file other relevant materials with the SEC in connection with the proposed transaction. Investors and securityholders of the Company are urged to read the Proxy Statement and any other relevant materials filed or that will be filed with the SEC, as well as any amendments or supplements to these materials and documents incorporated by reference therein, carefully and in their entirety when they become available because they contain or will contain important information about the proposed transaction and related matters. The Proxy Statement has been mailed or otherwise made available to the Company’s securityholders. Investors and securityholders are able to obtain a copy of the Proxy Statement as well as other filings containing information about the proposed transaction that are filed by the Company with the SEC, free of charge on EDGAR at www.sec.gov, on the investor relations page of the Company’s website at esperion.com/investors-media or by contacting the Company’s investor relations department at [email protected].

~~The~~Participants ~~Company’s~~in ~~stockholders approved Proposal 2. The votes cast at~~ the ~~Annual~~Solicitation ~~Meeting were as follows:~~

For						Against						Abstain						Broker Non-Votes
95,650,226						34,866,033						577,795						46,114,802

The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in respect of the proposed transaction and any other matters to be voted on at the special meeting. Information about the Company’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, can be found in the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, as filed with the SEC on April 16, 2026 (available here). The Company’s stockholders may obtain additional information regarding the direct and indirect interests of participants in the solicitation of proxies in connection with the proposed transaction, including the interests of the Company’s directors and executive officers in the proposed transaction, which may be different than those of the Company’s stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the proposed transaction (when available). You may obtain free copies of these documents using the sources indicated above.

The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

For						Against						Abstain						Broker Non-Votes
167,083,447						8,765,273						1,360,136						—

The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:

For						Against						Abstain						Broker Non-Votes
108,150,213						22,489,001						454,840						46,114,802

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan and its Amendments.
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 1, 2026			Esperion Therapeutics, Inc.
	Esperion Therapeutics, Inc.
			By:	/s/ Sheldon L. Koenig
Date: June 9, 2026	By:	/s/ Sheldon L. Koenig
		Sheldon L. Koenig		~~Sheldon L. Koenig~~
		President and Chief Executive Officer		~~President and Chief Executive Officer~~

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