[8-K] Univest Financial Corporation Reports Material Event

Rhea-AI Filing Summary

Tender offer completed: Eli Lilly subsidiary Ridgeway Acquisition’s cash-and-CVR offer for Verve Therapeutics (VERV) expired at 12:00 a.m. ET on 24-Jul-2025. The depositary reported 49,882,464 shares—about 55.7 % of outstanding—were validly tendered and not withdrawn, satisfying the minimum tender condition.

Consideration: Tendering shareholders will receive $10.50 in cash per share plus one non-tradable contingent value right (CVR) that may pay up to $3.00 upon a specified milestone.

Next steps: Lilly has accepted the shares for payment and will promptly remit the cash and issue CVRs. A second-step merger is expected on 25-Jul-2025; untendered shares will convert into the same cash-plus-CVR consideration. Following closing, Verve will be delisted from Nasdaq and its registration under the Exchange Act terminated.

A joint press release announcing the results was filed as Exhibit (a)(5)(H).

Positive

• Minimum tender met: 55.7 % of shares tendered, enabling completion of Lilly’s acquisition.
• Immediate liquidity: Shareholders receive $10.50 cash per share plus a CVR worth up to $3.00.
• Deal certainty: Merger scheduled for 25-Jul-2025 with prompt payment to tendering holders.

Negative

• Nasdaq delisting: Post-merger, VERV shares will cease trading, removing public market liquidity.

Insights

M&A Specialist

TL;DR: Offer succeeded; >55% tendered, cash paid, merger and delisting in two days—deal virtually certain.

The 55.7 % tender comfortably clears the majority threshold, triggering Lilly’s ability to complete a short-form merger without further shareholder action. Immediate cash settlement plus the potential $3.00 CVR gives holders upside while eliminating execution risk. Closing set for 25-Jul-2025, leaving minimal uncertainty. From an M&A standpoint, the transaction is now de-risked and provides near-term liquidity; I view the impact on VERV holders as strongly positive.

Biotechnology Portfolio Manager

TL;DR: Cash-rich exit locks in value; CVR retains pipeline optionality—favorable for investors.

The deal crystallizes Verve’s valuation at $10.50 cash, a meaningful premium to recent biotech market multiples, while the CVR preserves participation in a key milestone. Acceptance surpassing 50 % signals broad shareholder support and simplifies integration for Lilly. Delisting removes near-term trading opportunities but residual holders will receive identical consideration at merger close. Net effect is accretive for Verve investors and strategically beneficial for Lilly’s gene-editing ambitions.

0000102212FALSE12/3100001022122025-07-232025-07-23

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 23, 2025

 _______________________ 

UNIVEST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

  

Pennsylvania

0-7617

23-1886144

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

14 North Main Street, Souderton, Pennsylvania 18964

(Address of principal executive office)(Zip Code)

Registrant’s telephone number, including area code (215) 721-2400

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 (see General Instruction A.2. below):

 

☐			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 class			Trading Symbol			Name of exchange on which registered
Common Stock, $5 par value			UVSP			The NASDAQ Stock Market

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, indicated 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.			¨

Item 2.02 Results of Operations and Financial Condition

On July 23, 2025, Univest Financial Corporation (the “Corporation”), parent company of Univest Bank and Trust Co. (the "Bank"), issued a press release reporting 2025 second quarter earnings. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 23, 2025, the Board of Directors of the Corporation amended the Corporation's Bylaws to clarify the existing plurality voting standard to be used in the annual election of directors. A copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

Exhibit No.						Description of Document
3.2						Bylaws of Univest Financial Corporation, as amended effective July 23, 2025
99.1						Press release issued by Univest Financial Corporation on July 23, 2025
104						The cover page from the Corporation's Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			Univest Financial Corporation
			By:			/s/ Brian J. Richardson
			Name:			Brian J. Richardson
			Title:			Senior Executive Vice President,
						Chief Financial Officer

July 24, 2025

EXHIBIT INDEX

 

Exhibit No.						Description of Document
3.2						Bylaws of Univest Financial Corporation, as amended effective July 23, 2025
99.1						Press release issued by Univest Financial Corporation on July 23, 2025
104						The cover page from the Corporation's Form 8-K, formatted in Inline XBRL

FAQ

How many Verve Therapeutics (VERV) shares were tendered?

Approximately 49,882,464 shares, representing 55.7 % of outstanding stock, were validly tendered.

What cash amount will VERV shareholders receive?

Each tendered share will be paid $10.50 in cash, net of taxes and without interest.

What is the potential value of the CVR in the Lilly-Verve deal?

Each shareholder receives a CVR that could pay up to $3.00 in cash upon achieving a specified milestone.

When is the Verve-Eli Lilly merger expected to close?

The parties expect to consummate the merger on 25 July 2025.

Will Verve Therapeutics remain listed on Nasdaq after the merger?

No. Following the merger, all VERV shares will be delisted from The Nasdaq Global Select Market and deregistered under the Exchange Act.

Where can investors find the official press release on the tender results?

The joint press release is filed as Exhibit (a)(5)(H) to Amendment No. 3 of the Schedule TO dated 24 Jul 2025.