Esperion Therapeutics, Inc.

false --12-31 0001434868 0001434868 2026-07-13 2026-07-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 event reported): July 13, 2026 Esperion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35986 26-1870780 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3891 Ranchero Drive , Suite 150 Ann Arbor , Michigan 48108 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: ( 734 ) 887-3903 Not Applicable (Former Name or Former Address, if Changed Since Last 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) ¨ 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 Common Stock, par value $0.001 per share ESPR 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. ¨ Introductory Note. As previously disclosed, on May 1, 2026, Esperion Therapeutics, Inc. (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Essence Parent Inc., a Delaware corporation (“ Parent ”), and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ MergerCo ”), which provides for the merger of MergerCo with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “ Merger ”). On July 13, 2026, on the terms and subject to the conditions set forth in the Merger Agreement and pursuant to and in accordance with the applicable provisions of the Delaware General Corporation Law (the “ DGCL ”), the Merger was consummated. At the effective time of the Merger (the “ Effective Time ”), the separate corporate existence of MergerCo ceased, and the Company survived the Merger as a wholly owned subsidiary of Parent. Item 1.01 Entry into a Material Definitive Agreement. Contingent Value Rights Agreement On July 13, 2026, pursuant to the Merger Agreement, Parent and the Company entered into a Contingent Value Rights Agreement with the Rights Agent listed therein (the “ CVR Agreement ”). Each contingent value right (“ CVR ”) represents the right of the holder to participate in contingent cash payments of up to $100 million in the aggregate, without interest and less any applicable tax withholding, upon the achievement of specified milestones during the applicable milestone periods as set forth in the CVR Agreement, on the terms and subject to the conditions set forth in the Merger Agreement and the CVR Agreement. The right to the contingent cash payments as evidenced by the CVR Agreement is a contractual right only and is not transferable, except in the limited circumstances specified in the CVR Agreement. The foregoing description of the CVR Agreement does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the CVR Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Supplemental Indenture On July 13, 2026, the Company, Parent and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), entered into the Second Supplemental Indenture (the “ Second Supplemental Indenture ”) to the Indenture, dated as of December 17, 2024, between the Company and the Trustee (the “ Base Indenture ”), as supplemented by the First Supplemental Indenture, dated as of January 27, 2025, between the Company and the Trustee (the “ First Supplemental Indenture ” and the Base Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “ Indenture ”), relating to the Company’s 5.75% Convertible Senior Subordinated Notes due 2030 (the “ Notes ”). Pursuant to the terms of the Indenture, the Second Supplemental Indenture was entered into in connection with the consummation of the Merger. The Second Supplemental Indenture provides that, from and after the Effective Time and until the Maturity Date (as defined in the Indenture), each $1,000 principal amount of Notes will be convertible into (i) $1,032.68 in cash and (ii) 326.7974 CVRs, in each case per $1,000 principal amount of Notes so converted; provided that Parent and/or the Company will not be obligated to issue any fractional CVRs. As a result of the Merger, a Make-Whole Fundamental Change (as defined in the Indenture) will have occurred under the terms of the Indenture. Accordingly, a Holder who converts its Notes in connection with such Make-Whole Fundamental Change will be entitled to receive $1,232.62 in cash (reflecting the requisite increase to the Conversion Rate (as defined in the Indenture) pursuant to Section 14.03 of the Indenture) and 390.0701 CVRs per $1,000 principal amount of Notes so converted; provided that Parent and/or the Company will not be obligated to issue any fractional CVRs. The foregoing description of the Second Supplemental Indenture does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Indenture. A copy of the Base Indenture was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on December 18, 2024, a copy of the First Supplemental Indenture was filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed on May 8, 2025 and a copy of the Second Supplemental Indenture is filed as Exhibit 4.3 hereto, and the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are incorporated herein by reference. Loan Agreement On July 13, 2026, the Company entered into that certain loan agreement, by and among MergerCo, as initial borrower, the Company, as successor borrower, Parent, the guarantors party thereto or otherwise party thereto from time to time, BioPharma Credit PLC, a public limited company incorporated under the laws of England and Wales, as collateral agent, and BPCR Limited Partnership, a limited partnership established under the laws of England and Wales, and BioPharma Credit Investments V (Master) LP, a Cayman Islands exempted limited partnership, as lenders and each letter of credit issuer thereunder from time to time party thereto (the “Loan Agreement”). The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. Item 1.02 Termination of a Material Definitive Agreement. On July 13, 2026, in connection with the entry into the Loan Agreement described in Item 1.01 and the consummation of the Merger, the Company repaid in full all indebtedness and other obligations outstanding under, and terminated, that certain Credit Agreement, dated as of December 13, 2024 (as amended by that certain First Amendment to Credit Agreement, da