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Lilly to acquire Orna Therapeutics to advance cell therapies

Rhea-AI Impact
(Moderate)
Rhea-AI Sentiment
(Neutral)

Eli Lilly (NYSE:LLY) agreed to acquire Orna Therapeutics to advance in vivo cell therapies, announced Feb. 9, 2026. The deal could deliver up to $2.4 billion in cash to Orna shareholders, including an upfront payment and milestone payments tied to clinical development.

Orna's lead program, ORN-252, is a clinical trial-ready CD19-targeting in vivo CAR-T for B cell-driven autoimmune diseases, built on circular RNA and novel LNP delivery that may enable more durable therapeutic expression.

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Positive

  • Acquisition could cost up to $2.4 billion in cash
  • ORN-252 is clinical trial-ready for B cell autoimmune diseases
  • Adds circular RNA+LNP platform for in vivo CAR-T innovation

Negative

  • Transaction accounting and impact on GAAP results remain undetermined
  • Milestone payments make a portion of total consideration contingent

Market Reaction

+4.45% $1102.47
15m delay 5 alerts
+4.45% Since News
$1102.47 Last Price
$1076.20 $1106.94 Day Range
+$44.40B Valuation Impact
$1.04T Market Cap
0.1x Rel. Volume

Following this news, LLY has gained 4.45%, reflecting a moderate positive market reaction. Our momentum scanner has triggered 5 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $1102.47. This price movement has added approximately $44.40B to the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Deal consideration: $2.4 billion
1 metrics
Deal consideration $2.4 billion Total potential cash to Orna shareholders including milestones

Market Reality Check

Price: $1058.18 Vol: Volume 4,413,159 is 26% a...
normal vol
$1058.18 Last Close
Volume Volume 4,413,159 is 26% above the 20-day average of 3,499,563. normal
Technical Trading above 200-day MA at 859.49 and 6.68% below 52-week high of 1133.95.

Peers on Argus

LLY is up 3.66% with elevated volume, while large-cap peers ABBV, JNJ, AZN, NVS ...
1 Up

LLY is up 3.66% with elevated volume, while large-cap peers ABBV, JNJ, AZN, NVS and NVO are also positive on the day (from 0.43% to 2.74%), indicating broad strength across major pharma.

Previous Acquisition Reports

5 past events · Latest: Jan 07 (Positive)
Same Type Pattern 5 events
Date Event Sentiment Move Catalyst
Jan 07 Pipeline acquisition Positive -2.1% All-cash Ventyx deal adding NLRP3 inhibitors for inflammatory-mediated diseases.
Dec 09 Acquisition completion Positive -1.5% Completion of Adverum tender offer with cash plus CVR structure and milestones.
Oct 24 Gene therapy deal Positive +0.5% Agreement to buy Adverum, adding Ixo-vec Phase 3 gene therapy for wet AMD.
Jul 25 Deal completion Positive +0.9% Completion of Verve Therapeutics acquisition for cardiovascular genetic medicines.
Jun 17 Strategic acquisition Positive -2.0% Agreement to acquire Verve, adding VERVE-102 in vivo PCSK9 gene editing program.
Pattern Detected

Recent acquisition headlines often saw modestly negative or muted reactions, with 3 of 5 past deals followed by a down day.

Recent Company History

Over the past year, Lilly has repeatedly used acquisitions to expand its pipeline in genetic medicines and immunology. Deals for Verve Therapeutics and Adverum Biotechnologies added cardiovascular gene-editing and ocular gene therapy assets, while Ventyx Biosciences brought small-molecule NLRP3 inhibitors. Market reactions to these announcements were mixed, with several slight declines despite strategic rationale. Today’s Orna Therapeutics agreement, focused on in vivo CAR-T and circular RNA, continues this acquisition-driven innovation theme in advanced genetic medicine.

Historical Comparison

acquisition
-0.8 %
Average Historical Move
Historical Analysis

In the past 12 months Lilly issued 5 acquisition headlines, with an average next-day move of -0.84%. Today’s acquisition news alongside a 3.66% gain stands out versus that typically muted-to-negative pattern.

Typical Pattern

Acquisition activity has targeted genetic medicines and immunology, progressing from cardiovascular and ocular gene therapies (Verve, Adverum) and NLRP3 inhibitors (Ventyx) to in vivo CAR-T and circular RNA via Orna.

Market Pulse Summary

This announcement highlights Lilly’s continued push into advanced genetic medicines through the acqu...
Analysis

This announcement highlights Lilly’s continued push into advanced genetic medicines through the acquisition of Orna Therapeutics, adding an in vivo CAR-T platform built on circular RNA and lipid nanoparticles. It follows prior deals for Verve, Adverum, and Ventyx, underscoring a multi-modality strategy in immunology and cardiovascular disease. Investors may track closing timing, clinical progress of ORN-252, and how this platform integrates with Lilly’s existing R&D and manufacturing footprint.

Key Terms

lipid nanoparticles, cd19, generally accepted accounting principles (gaap)
3 terms
lipid nanoparticles medical
"engineered circular RNA paired with novel lipid nanoparticles to allow the"
Lipid nanoparticles are tiny, fat-like capsules that carry and protect drug molecules or genetic material until they reach target cells, where they help the payload enter and work. Think of them as microscopic delivery trucks or soap bubbles that keep fragile cargo safe and steer it to the right address. Investors care because this delivery technology can make medicines more effective, shape manufacturing costs and capacity, create patent and regulatory value, and influence commercial potential for therapies.
cd19 medical
"clinical trial-ready, CD19 targeting in vivo Chimeric Antigen Receptor T-cell"
CD19 is a protein found on the surface of most B cells, a type of immune cell; think of it as a distinctive nametag that helps identify and track these cells. It matters to investors because many cancer and autoimmune treatments, diagnostics, and lab tests are designed to target or detect CD19—so advances, approvals, or setbacks in CD19‑focused therapies can directly affect drug pipelines, regulatory value, and potential revenue for healthcare companies.
generally accepted accounting principles (gaap) financial
"Lilly will determine the accounting treatment ... in accordance with Generally Accepted Accounting Principles (GAAP)"
A set of standardized rules and methods companies use to prepare and report financial statements, like a common recipe or rulebook for presenting money matters. It helps ensure numbers are prepared consistently so investors can compare results, spot trends, and judge a company’s health without being misled by different accounting tricks. Reliable, comparable reports make investment decisions and valuations more informed and less risky.

AI-generated analysis. Not financial advice.

Orna's in vivo CAR-T pipeline includes potential best-in-class programs to reset the immune system and address B cell-driven autoimmune diseases

Acquisition provides a broad platform for long-term innovation in genetic medicine and in vivo cell engineering

INDIANAPOLIS and WATERTOWN, Mass., Feb. 9, 2026 /PRNewswire/ -- Eli Lilly and Company (NYSE: LLY) and Orna Therapeutics, Inc., a biotechnology company dedicated to engineering immune cells in vivo, today announced entry into a definitive agreement for Lilly to acquire Orna.

Orna is advancing a new class of therapeutics utilizing engineered circular RNA paired with novel lipid nanoparticles to allow the patient's own body to generate cell therapies that can treat underlying disease. Orna's lead program is ORN-252, a clinical trial-ready, CD19 targeting in vivo Chimeric Antigen Receptor T-cell (CAR-T) therapy designed to treat B cell-driven autoimmune diseases. Experiments to date suggest that Orna's circular RNA platform may deliver more durable expression of therapeutic proteins and therefore unlock treatments that are not feasible with current RNA or cell therapy platforms.

"Early autologous CAR-T studies have shown the promise of cell therapy for patients with autoimmune diseases, but the complexity, cost, and logistics of ex vivo approaches make it challenging to deliver these breakthroughs to the broader population of patients who need them," said Francisco Ramírez-Valle M.D., Ph.D., Senior Vice President, Head of Immunology Research and Early Clinical Development. "We look forward to working with Orna colleagues to potentially unlock an entirely new class of genetic medicines and cell therapies for patients who today have limited or no treatment options."

"At Orna, we believe our circular RNA technology paired with our best-in-class LNP delivery platform have the potential to unlock in vivo CAR-T therapies for patients across a wide range of B cell-driven autoimmune diseases. We are excited to join forces with Lilly, an industry leader in the development of patient-centric therapeutics to realize the full potential of these technologies," said Joe Bolen, Ph.D., Chief Executive Officer of Orna Therapeutics."

Under the terms of the agreement, Lilly will acquire Orna, and Orna shareholders could receive up to $2.4 billion in cash, inclusive of an upfront payment and subsequent payments upon achievement of certain clinical development milestones.

Lilly will determine the accounting treatment of this transaction in accordance with Generally Accepted Accounting Principles (GAAP) upon closing. This transaction will thereafter be reflected in Lilly's financial results and financial guidance.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to Lilly. Lazard is acting as financial advisor to Orna. Goodwin Procter LLP is acting as legal counsel to Orna.

About Lilly
Lilly is a medicine company turning science into healing to make life better for people around the world. We've been pioneering life-changing discoveries for nearly 150 years, and today our medicines help tens of millions of people across the globe. Harnessing the power of biotechnology, chemistry and genetic medicine, our scientists are urgently advancing new discoveries to solve some of the world's most significant health challenges: redefining diabetes care; treating obesity and curtailing its most devastating long-term effects; advancing the fight against Alzheimer's disease; providing solutions to some of the most debilitating immune system disorders; and transforming the most difficult-to-treat cancers into manageable diseases. With each step toward a healthier world, we're motivated by one thing: making life better for millions more people. That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible and affordable. F-LLY

About Orna Therapeutics
Orna Therapeutics is dedicated to designing and delivering a new class of fully engineered circular RNA (oRNA®) therapeutics to unlock the potential of RNA medicine to treat diseases anywhere in the body. Orna's oRNA transcripts have advantages over traditional mRNA approaches, including simplified production, improved formulation into lipid nanoparticles, and superior protein expression. Its industry-leading LNP-based delivery systems and comprehensive editing programs position Orna to advance novel RNA medicines with vast potential to transform patient care. 

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) about the benefits of Lilly's acquisition of Orna and Orna's Circular RNA therapeutics and LNP delivery platform, including its CAR-T program, and reflects Lilly's current beliefs and expectations. However, as with any such undertaking, there are substantial risks and uncertainties in implementing the acquisition and in the process of drug research, development, and commercialization. Among other things, there can be no guarantee that Lilly will realize the expected benefits of the acquisition, that the acquisition will achieve the results discussed in this release or that the acquisition will yield commercially successful products. For further discussion of these and other risks and uncertainties that could cause actual results to differ from Lilly's expectations, see Lilly's Form 10-K and Form 10-Q filings with the United States Securities and Exchange Commission. Except as required by law, Lilly undertakes no duty to update forward-looking statements to reflect events after the date of this release.

No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Refer to:
Ashley Hennessey; gentry_ashley_jo@lilly.com; 317-416-4363 (Media)
Michael Czapar; czapar_michael_c@lilly.com; 317-617-0983 (Investors)
Alex Lobo; Alex.lobo@precisionaq.com (Orna Investors)

(PRNewsfoto/Eli Lilly and Company)

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/lilly-to-acquire-orna-therapeutics-to-advance-cell-therapies-302682157.html

SOURCE Eli Lilly and Company

FAQ

What is Lilly announcing about Orna Therapeutics on Feb. 9, 2026 (LLY)?

Lilly announced it will acquire Orna Therapeutics with deal consideration up to $2.4 billion. According to the company, the payment includes an upfront amount plus contingent clinical development milestone payments tied to progress.

What is Orna's lead program ORN-252 and its target indication (LLY/Orna)?

ORN-252 is a clinical trial-ready in vivo CD19 CAR-T therapy for B cell-driven autoimmune diseases. According to the company, it uses circular RNA paired with LNP delivery to enable patients' own cells to generate therapeutic CAR-T activity.

How will the Orna acquisition affect Lilly's financial reporting and guidance (LLY)?

Lilly said it will determine the accounting treatment under GAAP and reflect the transaction in financial results and guidance after closing. According to the company, that may affect near-term reported results depending on accounting outcomes.

Why is Lilly acquiring Orna's circular RNA and LNP platform (LLY)?

Lilly cited the platform's potential to enable durable expression and in vivo cell engineering for new genetic medicines. According to the company, this aims to broaden long-term innovation in genetic medicine and in vivo CAR-T approaches.

Are all payments to Orna shareholders guaranteed in the Lilly deal (LLY)?

Not all payments are guaranteed; some are contingent on clinical development milestones. According to the company, the total consideration of up to $2.4 billion includes an upfront payment plus subsequent milestone-dependent cash payments.
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