Tarsus Pharmaceuticals, Inc.

Item 2.01 Completion of Acquisition or Disposition of Assets. On September 4, 2026 (the “Closing Date”), Tarsus Pharmaceuticals, Inc. (the “Company”) completed its previously announced acquisition of Alkeus Pharmaceuticals, Inc., a Delaware corporation (“Alkeus”), pursuant to that certain Agreement and Plan of Merger, dated as of July 31, 2026 (the “Merger Agreement”), by and among the Company, Alkeus, Apex 2026 Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the securityholders’ representative. On the Closing Date, pursuant to the Merger Agreement, Merger Sub was merged with and into Alkeus (the “Merger”), with Alkeus surviving the Merger as a wholly-owned subsidiary of the Company (the “Acquisition”) and, upon completion of the Acquisition, the Company (i) paid up-front cash consideration of an aggregate of $270,000,000, subject to customary adjustments and a post-closing purchase price adjustment (the “Up-front Cash Consideration”), and (ii) issued an aggregate of 2,908,692 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Up-front Stock Consideration” and, together with the Up-front Cash Consideration, the “Up-front Consideration”) to the equityholders of Alkeus. In addition to the Up-front Consideration, the Company has agreed to pay the equityholders of Alkeus: (i) milestone payments up to an aggregate amount equal to $350,000,000, $250,000,000 of which is payable in cash and/or shares of the Company’s Common Stock in such proportions as the Company may determine in its sole discretion, subject to certain limitations, upon achievement of regulatory approval of an Alkeus product in the United States and $100,000,000 of which is payable in cash upon the first sale of an Alkeus product in the United States, and (ii) tiered revenue sharing payments in the low-to-mid single digits as a percentage of future annual worldwide gildeuretinol net sales, subject to certain reductions. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. As previously disclosed in the Company’s Current Report on Form 8-K filed on August 6, 2026, in connection with the execution of the Merger Agreement on July 31, 2026, (i) certain equityholders of Alkeus entered into joinders to the Merger Agreement and (ii) the Company entered into a registration rights agreement with certain equityholders of Alkeus, which became effective upon the closing of the Acquisition, forms of which are attached hereto as Exhibits 10.1 and 10.2, respectively.

Item 8.01 Other Events. On September 4, 2026, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.