espr-20260415

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

ESPERION THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 16, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Esperion Therapeutics, Inc. on Thursday, May 28, 2026, at 8:00 a.m. Eastern Time (the "Annual Meeting") to be held as a virtual meeting, which you may attend online via live webcast, vote your shares electronically and submit your questions by visiting www.virtualshareholdermeeting.com/ESPR2026.

The accompanying Notice of 2026 Annual Meeting of Stockholders (the "Notice") and the Proxy Statement for the Annual Meeting (the "Proxy Statement") contain details of the business to be conducted at the Annual Meeting and information you should consider when you vote your shares.

At the Annual Meeting, the agenda includes (1) the election of two Class I director nominees to our board of directors, (2) the approval, by non-binding advisory vote, of the compensation of our named executive officers, (3) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, (4) the approval of an amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended (the "2022 Plan"), to increase the aggregate number of shares of common stock authorized for issuance under the 2022 Plan by 7,000,000 shares (the “2022 Plan Amendment”) and (5) the transaction of any other business that may properly come before the Annual Meeting (including any adjournments and postponements thereof). Our Board of Directors unanimously recommends that you vote FOR the election of each director nominee, FOR the advisory resolution approving the compensation of our named executive officers, FOR the ratification of the appointment of Ernst & Young LLP, and FOR the 2022 Plan Amendment.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote by submitting your proxy via the Internet at the address listed on the proxy card, by telephone as described in the instructions included in the proxy card, or by completing, signing, dating, and returning the enclosed proxy card in the enclosed prepaid envelope. If you decide to attend the Annual Meeting online, you will be able to vote virtually during the Annual Meeting, even if you have previously submitted your proxy.

On behalf of our Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Esperion Therapeutics, Inc. I look forward to speaking with as many of our stockholders as possible at the Annual Meeting.



						Sincerely,

						Sheldon L. Koenig President and Chief Executive Officer

Esperion Therapeutics, Inc.

3891 Ranchero Drive, Suite 150

Ann Arbor, MI 48108

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS



TIME:						8:00 a.m., Eastern Time, on Thursday, May 28, 2026
PLACE:						Virtually at www.virtualshareholdermeeting.com/ESPR2026, where you can attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") online, vote your shares electronically and submit your questions during the meeting.
PURPOSES:						•To elect two Class I director nominees to our Board of Directors, J. Martin Carroll and Sheldon L. Koenig, each to hold office until the Company's 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal; •To approve, on a non-binding advisory basis, the compensation of our named executive officers; •To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; •To approve an amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended (the “2022 Plan”), to increase the aggregate number of shares of common stock authorized for issuance under the 2022 Plan by 7,000,000 shares; and •To transact any other business that may properly come before the Annual Meeting (including adjournments and postponements thereof).


RECORD DATE:						Stockholders of record at the close of business on March 31, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof.
VOTING BY PROXY:						If you cannot attend the Annual Meeting, you may vote your shares via the Internet or by telephone by following the instructions on your proxy card and on www.proxyvote.com, or by completing, signing, and returning the proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in your Notice of Internet Availability of Proxy Materials, your proxy card and in this Proxy Statement. If you attend the Annual Meeting online, you may vote directly even if you have previously voted via the Internet, by telephone or by returning your proxy card.
						By Order of the Board of Directors,

						Benjamin O. Looker Corporate Secretary Ann Arbor, Michigan April 16, 2026


	Page
GENERAL INFORMATION		1
PROPOSAL ONE: ELECTION OF CLASS I DIRECTORS		5
EXECUTIVE OFFICERS		9
CORPORATE GOVERNANCE		10
PROPOSAL TWO: NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		18
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		19
PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE ESPERION THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED		21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		29
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		31
RELATED PARTY TRANSACTIONS		45
TRANSACTION OF OTHER BUSINESS		45
HOUSEHOLDING		45
ADDITIONAL INFORMATION		46
ANNEX A - ESPERION THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN AND ITS AMENDMENTS		47


			• Annual Meeting						Esperion Investor Relations:
			• Stock Ownership						734-887-3903
			• Voting


						(3)						By Mail: If you receive your proxy materials by U.S. mail, you may complete, sign and return the accompanying proxy card in the postage-paid envelope provided.
						(4)						Directly at the Annual Meeting: If you are a stockholder of record as of the record date, you may vote directly at the meeting by visiting www.virtualshareholdermeeting.com/ESPR2026 and using your unique control number that was included in the Notice of Internet Availability you received in the mail. Submitting a proxy prior to the Annual Meeting will not prevent stockholders from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting directly at the Annual Meeting. Voting directly at the Annual Meeting will revoke and replace any previous proxies or voting instructions submitted.


Fee Category	2025 ($)		2024 ($)
Audit Fees	$	1,294,500	$	1,186,800
Audit-Related Fees		41,000		45,000
Tax Fees		—		—
All Other Fees		—		—
Total	$	1,335,500	$	1,231,800


Plan Category	Number of securities to be issued upon exercise of outstanding options and vesting of restricted stock units (#) (1)	Weighted-average exercise price of outstanding options ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by stockholders (2)	12,744,342	3.50	13,335,598	(3)
Equity compensation plans not approved by stockholders (4)	1,584,467	6.84	259,506
Total	14,328,809		13,595,104


	Shares beneficially owned
Name and address of beneficial owner (1)	Number		Percent
5% Stockholders
BlackRock, Inc. (2)		14,265,367		5.5	%
Vanguard Group, Inc (3)		13,043,077		5.1	%
Named Executive Officers
Sheldon L. Koenig (4)		2,299,525		*	%
Benjamin Halladay (5)		428,239		*	%
John B. Harlow, Jr.		—		*	%
Other Directors
J. Martin Carroll (6)		235,150		*	%
Jay P. Shepard (7)		220,799		*	%
Tracy M. Woody (8)		227,566		*	%
Seth H.Z. Fischer (9)		210,211		*	%
Stephen Rocamboli (10)		208,350		*	%
Craig Thompson		—		*	%
Robert E. Hoffman (11)		25,653		*	%
All directors and executive officers as a group (11 persons) (12)		4,353,743		1.6	%



Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock awards ($) (1)	Option awards ($) (2)		Non-equity incentive plan compensation ($) (3)	All other compensation ($)		Total ($)
Sheldon L. Koenig	2025	770,833	—		1,260,000		847,929	639,375	17,375	(5)	3,535,512
President and Chief Executive Officer	2024	745,833	—		930,700		982,162	487,500	29,045		3,175,240

Benjamin Halladay	2025	495,833	—		357,000		239,852	247,500	11,750	(6)	1,351,935
Chief Financial Officer	2024	467,333	—		348,500		305,969	235,125	11,500		1,368,427
John B. Harlow, Jr. (4) Chief Commercial Officer	2025	66,875	35,000	(7)	1,608,991		1,101,468	—	769	(8)	2,813,103


Name	2024 Base Salary ($)		2025 Base Salary ($) (1)		Increase (%) (2)
Sheldon L. Koenig		750,000		775,000		3%
Benjamin Halladay		475,000		500,000		5%

John B. Harlow, Jr.		—		535,000		N/A(3)


2025 Corporate Base Goals	Relative Weighting (%)		Actual Achievement for 2025 (as a % of target)		Weighted Performance (%)
Achieve annual NEXLETOL/NEXLIZET U.S. net sales goal		45		100		45
Advance the pipeline and leverage infrastructure for business development		20		100		20
Progress the pediatric program and continue to expand bempedoic acid territories across the world		10		100		10
Manage cash used in operations to $215 million within the budgeted base operating plan		10		100		10
Ensure quality product supply availability to every patient without delay or disruption		10		100		10
Focus on culture		5		100		5
Approved 2025 Corporate Base Performance Level		100				100


Name	2025 Target Award (% of Base Salary)		2025 Target Award Opportunity ($)		2025 Actual Bonus Payment ($)		2025 Actual Bonus Payment (% of Target Award Opportunity)
Sheldon L. Koenig		75		581,250		639,375	110	(1)
Benjamin Halladay		45		225,000		247,500	110	(1)

John B. Harlow, Jr.		N/A		N/A		N/A	N/A	(2)



For questions regarding						Contact



		Option awards							Stock awards
Name	Grant date	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($) (1)
Sheldon L. Koenig	1/28/2021 (2)		150,000		—		32.12	1/28/2031		—		—
	5/17/2021 (3)		120,000		—		20.87	5/17/2031		—		—
	10/29/2021 (4)		37,850		—		8.94	10/29/2031		—		—
	3/14/2022 (5)		461,250		30,750		4.74	3/14/2032		—		—
	6/7/2022 (6)		91,000		—		6.20	6/7/2032		—		—
	3/14/2023 (7)		305,932		139,068		4.02	3/14/2033		—		—
	3/14/2024 (8)		280,875		361,125		2.05	3/14/2034		—		—
	3/14/2025 (10)		141,186		611,814		1.50	3/14/2035		—		—
	3/14/2022 (5)		—		—		—	—		7,250		26,825
	3/14/2023 (7)		—		—		—	—		32,818		121,427
	3/14/2024 (8)		—		—		—

SEC Form DEF 14A filed by Esperion Therapeutics Inc.