{"filing":{"accession_number":"0001104659-26-082926","cik":"0001434868","ticker":"ESPR","company_name":"Esperion Therapeutics, Inc.","form":"8-K","filing_date":"2026-07-13","report_date":null,"primary_document":"tm2620034d3_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/tm2620034d3_8k.htm"},"events":[{"id":17532,"run_id":15706,"accession_number":"0001104659-26-082926","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Esperion Therapeutics completed its acquisition by Parent on July 13, 2026, with shareholders receiving $3.16 per share in cash plus contingent value rights (CVRs) with up to $100 million in additional contingent payments, totaling approximately $1.1 billion in aggregate consideration. The transaction resulted in Esperion becoming a wholly owned subsidiary of Parent, with the company's board replaced by Parent's designees and the company's certificate of incorporation and bylaws amended in connection with the merger consummation.","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":16037,"accession_number":"0001104659-26-082926","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into material definitive agreements (CVR Agreement, Second Supplemental Indenture, and Loan Agreement) all executed on July 13, 2026 \"pursuant to the Merger Agreement\" and \"in connection with the consummation of the Merger.\" The CVR Agreement provides contingent cash payments up to $100 million upon achievement of specified milestones, and the Second Supplemental Indenture explicitly references a \"Make-Whole Fundamental Change\" triggered by the Merger. These agreements are integral to the merger transaction structure and would materially affect a reasonable investor's assessment of the registrant's obligations and capital structure post-acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16038,"accession_number":"0001104659-26-082926","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of a material credit agreement in connection with a Merger and entry into a new Loan Agreement (Item 1.01). While Item 1.02 formally addresses the termination, the prose explicitly ties this action to \"the consummation of the Merger,\" making the merger the principal material event. The credit agreement termination is a financing consequence of the M\u0026A activity, not a standalone debt covenant breach or financial distress event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16039,"accession_number":"0001104659-26-082926","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a previously announced acquisition of Esperion Therapeutics by Parent, with the Company becoming a wholly owned subsidiary. Shareholders received $3.16 per share in cash plus contingent value rights (CVRs) with up to $100 million in additional contingent payments, totaling approximately $1.1 billion in aggregate consideration. This is a material change-of-control transaction requiring disclosure under Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16043,"accession_number":"0001104659-26-082926","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses consummation of a merger resulting in a change of control, with Esperion becoming a wholly owned subsidiary of Parent. This is a completed material acquisition/change of control event, the core substance of Item 5.01. The reference to Item 2.01 (which typically covers M\u0026A activity) reinforces the classification as ma_activity rather than a governance-only event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16044,"accession_number":"0001104659-26-082926","item_number":"5.02","item_title":"Departure of Directors; Election of Directors.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.02 nominally covers director changes, the prose explicitly references \"the Merger Agreement\" and \"the Effective Time\" of a merger, with the entire board being replaced upon consummation. This is a change of control transaction where MergerCo's directors assume control of the company. The material event is the merger completion itself, not merely the director transitions, which are a consequence of the M\u0026A activity. The reference to Item 2.01 (which covers mergers and acquisitions) reinforces that the merger is the principal disclosed event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16045,"accession_number":"0001104659-26-082926","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws;","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The filing discloses amendment and restatement of the company's certificate of incorporation and bylaws in connection with a merger consummation. While the Item 5.03 classification is routine governance, the context references a \"Merger\" and incorporation of Item 2.01 (which covers M\u0026A activity), indicating this is a governance event subsidiary to a material acquisition. The amendments themselves are administrative, but the merger context makes the overall disclosure material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17533,"run_id":15706,"accession_number":"0001104659-26-082926","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"In connection with the merger consummation, Esperion entered into a new Loan Agreement and a Second Supplemental Indenture (which references a Make-Whole Fundamental Change triggered by the merger), creating direct financial obligations as part of the transaction's financing structure.","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":16040,"accession_number":"0001104659-26-082926","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, which is the standard Item for debt issuance. The filing incorporates by reference Item 1.01 (a business combination or material agreement), suggesting a material financing transaction. Without access to the full Introductory Note and Item 1.01 details, the classification is based on the Item 2.03 heading and standard 8-K practice for debt creation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17534,"run_id":15706,"accession_number":"0001104659-26-082926","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Esperion notified Nasdaq of the consummation of the merger and requested delisting via Form 25, with the company's shares no longer to be listed on Nasdaq and the company intending to file Form 15 to terminate SEC reporting obligations.","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":16041,"accession_number":"0001104659-26-082926","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continuing","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Esperion notified Nasdaq of the consummation of a merger and requested delisting via Form 25, with the company's shares no longer to be listed on Nasdaq and the company intending to file Form 15 to terminate SEC reporting obligations. This is a definitive delisting event triggered by a merger completion, making it material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17535,"run_id":15706,"accession_number":"0001104659-26-082926","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"summary":"The merger consummation triggered material modifications to security holder rights, including changes to voting, conversion, and other rights as reflected in the amended certificate of incorporation and bylaws.","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":16042,"accession_number":"0001104659-26-082926","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"Item 3.03 discloses a material modification to security holder rights, incorporating by reference Items 2.01 (acquisition/disposition), 3.01 (delisting/listing), 5.01 (director/officer changes), and 5.03 (amendments to articles/bylaws). Without access to those referenced items, the specific nature of the modification cannot be determined; however, the Item 3.03 classification itself indicates a governance-related change affecting shareholder rights. This is classified as governance_other because the exact type of modification (whether related to voting, conversion, or other rights) is not disclosed in this section alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":16037,"accession_number":"0001104659-26-082926","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into material definitive agreements (CVR Agreement, Second Supplemental Indenture, and Loan Agreement) all executed on July 13, 2026 \"pursuant to the Merger Agreement\" and \"in connection with the consummation of the Merger.\" The CVR Agreement provides contingent cash payments up to $100 million upon achievement of specified milestones, and the Second Supplemental Indenture explicitly references a \"Make-Whole Fundamental Change\" triggered by the Merger. These agreements are integral to the merger transaction structure and would materially affect a reasonable investor's assessment of the registrant's obligations and capital structure post-acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"},{"id":16038,"accession_number":"0001104659-26-082926","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of a material credit agreement in connection with a Merger and entry into a new Loan Agreement (Item 1.01). While Item 1.02 formally addresses the termination, the prose explicitly ties this action to \"the consummation of the Merger,\" making the merger the principal material event. The credit agreement termination is a financing consequence of the M\u0026A activity, not a standalone debt covenant breach or financial distress event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"},{"id":16039,"accession_number":"0001104659-26-082926","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a previously announced acquisition of Esperion Therapeutics by Parent, with the Company becoming a wholly owned subsidiary. Shareholders received $3.16 per share in cash plus contingent value rights (CVRs) with up to $100 million in additional contingent payments, totaling approximately $1.1 billion in aggregate consideration. This is a material change-of-control transaction requiring disclosure under Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"},{"id":16040,"accession_number":"0001104659-26-082926","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, which is the standard Item for debt issuance. The filing incorporates by reference Item 1.01 (a business combination or material agreement), suggesting a material financing transaction. Without access to the full Introductory Note and Item 1.01 details, the classification is based on the Item 2.03 heading and standard 8-K practice for debt creation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"},{"id":16041,"accession_number":"0001104659-26-082926","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continuing","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Esperion notified Nasdaq of the consummation of a merger and requested delisting via Form 25, with the company's shares no longer to be listed on Nasdaq and the company intending to file Form 15 to terminate SEC reporting obligations. This is a definitive delisting event triggered by a merger completion, making it material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"},{"id":16042,"accession_number":"0001104659-26-082926","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"Item 3.03 discloses a material modification to security holder rights, incorporating by reference Items 2.01 (acquisition/disposition), 3.01 (delisting/listing), 5.01 (director/officer changes), and 5.03 (amendments to articles/bylaws). Without access to those referenced items, the specific nature of the modification cannot be determined; however, the Item 3.03 classification itself indicates a governance-related change affecting shareholder rights. This is classified as governance_other because the exact type of modification (whether related to voting, conversion, or other rights) is not disclosed in this section alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"},{"id":16043,"accession_number":"0001104659-26-082926","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses consummation of a merger resulting in a change of control, with Esperion becoming a wholly owned subsidiary of Parent. This is a completed material acquisition/change of control event, the core substance of Item 5.01. The reference to Item 2.01 (which typically covers M\u0026A activity) reinforces the classification as ma_activity rather than a governance-only event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"},{"id":16044,"accession_number":"0001104659-26-082926","item_number":"5.02","item_title":"Departure of Directors; Election of Directors.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.02 nominally covers director changes, the prose explicitly references \"the Merger Agreement\" and \"the Effective Time\" of a merger, with the entire board being replaced upon consummation. This is a change of control transaction where MergerCo's directors assume control of the company. The material event is the merger completion itself, not merely the director transitions, which are a consequence of the M\u0026A activity. The reference to Item 2.01 (which covers mergers and acquisitions) reinforces that the merger is the principal disclosed event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"},{"id":16045,"accession_number":"0001104659-26-082926","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws;","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The filing discloses amendment and restatement of the company's certificate of incorporation and bylaws in connection with a merger consummation. While the Item 5.03 classification is routine governance, the context references a \"Merger\" and incorporation of Item 2.01 (which covers M\u0026A activity), indicating this is a governance event subsidiary to a material acquisition. The amendments themselves are administrative, but the merger context makes the overall disclosure material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T13:11:54.908917+00:00","company_name":"Esperion Therapeutics, Inc.","ticker":"ESPR","filing_date":"2026-07-13"}]}