[Form 4] Verve Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Key take-aways from Verve Therapeutics (VERV) Form 4

On 25 Jul 2025, CFO Allison Dorval reported the disposition of all remaining Verve equity as a result of Eli Lilly’s previously announced acquisition. Transactions coded “U” confirm automatic treatment under the 16 Jun 2025 merger agreement:

• 13,280 common shares tendered for $10.50 cash plus one CVR per share; post-transaction share balance: 0.
• Cash-out of 513,000 stock options (exercise prices $6.01–$12.75) and 80,625 RSUs; all derivative positions now zero.

The filing notes the conversion mechanics: cash equal to the spread (where applicable) and issuance of a non-tradable CVR worth up to $3.00, contingent on a milestone. Completion of the tender offer and subsequent merger on 25 Jul 2025 leaves Verve as a wholly owned Lilly subsidiary; the reporting person is no longer a VERV insider.

Positive

• Merger completion confirmed, removing transaction uncertainty for former VERV shareholders.
• Cash-and-CVR consideration has been delivered to insider, evidencing operational execution of deal terms.

Negative

• No remaining insider ownership, eliminating traditional governance oversight from legacy management.
• Future value hinges on CVR milestone, which carries timing and probability risk.

Insights

M&A Specialist

TL;DR: Filing verifies Lilly–Verve deal closure; insider equity fully settled, eliminating completion risk for arbitrage investors.

The automatic cancellation of all common, option and RSU holdings underlines that the cash-and-CVR structure is now effective. With no residual equity outstanding, completion risk is effectively zero and any remaining spread in VERV trading should converge to cash consideration. The CVR retains upside optionality tied to a single milestone and is unregistered, thus illiquid. Overall, the update is procedurally positive, but adds little incremental value beyond confirming the 25 Jul closing.

Portfolio Manager

TL;DR: Routine insider disposition; material value already priced, limited actionable insight for new investors.

The Form 4 is largely administrative, detailing how the CFO’s 13,280 shares and 593,625 equity awards were converted to cash/CVR. It reaffirms zero stand-alone VERV float going forward. Investors now focus solely on the CVR’s milestone probability; no additional financials are provided. Impact on existing portfolios is neutral unless one is modelling CVR pay-outs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dorval Allison

(Last) (First) (Middle)

C/O VERVE THERAPEUTICS, INC.

201 BROOKLINE AVENUE, SUITE 601

(Street)

BOSTON MA 02215

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Verve Therapeutics, Inc. [ VERV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2025		U(1)(2)		13,280	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$6.01	07/25/2025		D			258,000	(3)	(3)	Common Stock	258,000	(3)	0	D
Stock Option (right to buy)	$6.01	07/25/2025		D			75,000	(3)	(3)	Common Stock	75,000	(3)	0	D
Restricted Stock Units	$0	07/25/2025		D			45,000	(4)	(4)	Common Stock	45,000	(4)	0	D
Restricted Stock Units	$0	07/25/2025		D			33,750	(4)	(4)	Common Stock	33,750	(4)	0	D
Restricted Stock Units	$0	07/25/2025		D			1,875	(4)	(4)	Common Stock	1,875	(4)	0	D
Stock Option (right to buy)	$12.75	07/25/2025		D			180,000	(5)(6)	(5)(6)	Common Stock	180,000	(5)(6)	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated as of June 16, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $10.50 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive a contingent payment of up to $3.00 per CVR, net to the stockholder in cash, without interest

2. (continued from footnote 1) and less any applicable tax withholding, upon the achievement of a certain specified milestone relating to the Issuer's business (the "Milestone Payment"), in accordance with the terms and subject to the conditions of a contingent value rights agreement entered by and among Parent, the Purchaser, and Computershare Inc. and its affiliate, Computershare Trust Company, N.A., as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of July 25, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

3. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding stock option of Issuer having an exercise price less than the Cash Consideration (each such option, a "Cash-Out Stock Option") that is outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any Cash-Out Stock Option, and each holder of such Cash-Out Stock Option received (without interest) (i) an amount in cash (less any applicable tax withholdings) equal to the product of (a) the excess, if any, of the Cash Consideration over the applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares of the Issuer's Common Stock subject to such Cash-Out Stock Option and (ii) one CVR for each share subject to such Cash-Out Stock Option (without regard to vesting).

4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested Restricted Stock Unit ("RSU") that is outstanding immediately prior to the Effective Time was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any RSU, and each such holder of such RSU received (without interest) (x) an amount in cash (less any applicable tax withholdings) equal to the product of the Cash Consideration multiplied by the total number of Shares subject to such RSU and (y) one CVR for each RSU.

5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Stock Option having an exercise price equal to or greater than the Cash Consideration and less than the sum of the Cash Consideration and the Milestone Payment (each such option, a "Closing Date Contingent Option") that is outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any Closing Date Contingent Option, and each holder of such Closing Date Contingent Option is entitled to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to the product of (i) the total number of shares of the Issuer's Common Stock subject to such Closing Date Contingent Option immediately prior to the Effective Time multiplied by (ii) the cash payment a holder of one CVR would receive, and when such payments are made to the holders of CVRs (without regard to vesting);

6. (continued from footnote 5) provided that each such Closing Date Contingent Option shall only receive the excess of the sum of (x) the Cash Consideration plus (y) the Milestone Payment over the applicable exercise price of such Closing Date Contingent Option.

	/s/ Andrew Ashe, as Attorney-in-Fact for Allison Dorval	07/28/2025
	** Signature of Reporting Person	Date
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FAQ

When did Eli Lilly's acquisition of Verve Therapeutics (VERV) close?

The merger became effective on July 25 2025.

How much cash did VERV shareholders receive per share?

Each share was exchanged for $10.50 in cash plus one contingent value right (CVR) worth up to $3.00.

How many shares did CFO Allison Dorval tender?

She disposed of 13,280 common shares.

What happened to the CFO's stock options and RSUs?

513,000 options and 80,625 RSUs were cancelled for cash and CVRs; none remain outstanding.

Does the CFO hold any Verve equity after the merger?

No. The filing shows 0 shares and 0 derivative securities remaining.

What is the potential value of the contingent value right (CVR)?

Each CVR may pay up to $3.00 in cash if a specified milestone is achieved.