Ventyx Biosciences, Inc. SEC Filings

Morgan Stanley has filed a Schedule 13G reporting a beneficial ownership stake in Ventyx Biosciences, Inc. common stock. Morgan Stanley reports aggregate beneficial ownership of 4,289,915 shares, representing 6.0% of the outstanding common stock as of the event date.

The firm reports shared voting and dispositive power over 2,285,401 shares and no sole voting or dispositive power. Morgan Stanley states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Ventyx Biosciences.

Ventyx Biosciences is asking common stockholders to approve its cash acquisition by Eli Lilly. Under the merger agreement signed January 7, 2026, each Ventyx common share will be converted into $14.00 in cash, and each preferred share into $1,400.00 in cash, both without interest and less tax withholding.

The cash price represents an approximate 62% premium to Ventyx’s 30‑day volume‑weighted average price ended January 5, 2026. If approved and completed, Ventyx will merge with a Lilly subsidiary, cease to be publicly traded, and become a wholly owned subsidiary of Lilly, with its Nasdaq listing and SEC registration terminated.

A virtual special meeting of common stockholders will be held on March 3, 2026. Only holders of common stock as of January 21, 2026 may vote, and a majority of outstanding common shares must support the merger. The board unanimously recommends voting “FOR” the merger, the advisory vote on executive compensation related to the merger, and any adjournment to solicit additional proxies. Stockholders who do not vote in favor and follow strict Delaware procedures may instead seek a court‑determined “fair value” through appraisal rights.

Affinity Asset Advisors, LLC and Michael Cho report a 9% beneficial stake in Ventyx Bioscience, Inc. common stock. They report beneficial ownership of 6,465,041 shares, including listed call options exercisable for 800,000 shares, based on 71,750,148 shares outstanding as of December 31, 2025.

The position is held through Affinity Healthcare Fund, LP, for which Affinity Asset Advisors acts as investment manager and exercises voting and investment power. The filers certify the investment is held in the ordinary course of business and not for the purpose of influencing control of Ventyx Bioscience.

Ventyx Biosciences has agreed to be acquired by Eli Lilly through a merger in which Ventyx will become a wholly owned subsidiary of Lilly and its stock will be delisted from Nasdaq. If the merger closes, common stockholders will receive $14.00 in cash per share, and preferred stockholders will receive $1,400.00 in cash per share, in each case without interest and less applicable tax withholding. The $14.00 cash price represents a premium of approximately 62% to the 30‑day volume‑weighted average trading price of Ventyx common stock ended January 5, 2026.

A virtual special meeting of common stockholders will be held to vote on adopting the merger agreement, approving on a non‑binding basis the merger‑related executive compensation, and a possible adjournment to solicit more proxies. The merger requires approval by a majority of outstanding common shares, and the board unanimously recommends voting “FOR” all proposals. Stockholders who do not vote in favor may seek appraisal rights under Delaware law. Jefferies LLC and Moelis & Company LLC each delivered fairness opinions supporting the $14.00 per‑share consideration, and all outstanding Ventyx equity awards will be cashed out as described in the merger agreement.

Ventyx Biosciences approved special 2026 cash bonus awards for key executives in connection with its anticipated merger with Eli Lilly and Company. The awards replace the company’s regular 2026 equity grants and are earned monthly from January 2, 2026 until the merger closes, if each executive remains in continuous service and the closing occurs by April 7, 2027.

The Monthly Amount is approximately $145,833 for President and CEO Raju Mohan, $51,042 for Senior Vice President of Finance Roy Gonzales, $60,375 for Chief Operating Officer Matthew Moore, and $32,083 for Chief Medical Officer Mark Forman. If the merger closed on the April 7, 2027 deadline, the maximum awards would be about $2,041,667, $714,583, $845,250 and $449,167, respectively, paid in a lump sum after closing. If the merger does not close by the deadline, it is expected that stock options will be recommended instead, subject to continued service. The company also plans to file a proxy statement for stockholder approval of the merger.

Ventyx Biosciences, Inc. is entering into a cash merger with Eli Lilly and Company, and a major shareholder has updated its ownership and support terms. An Agreement and Plan of Merger provides that each share of Ventyx common stock will be converted into the right to receive $14.00 in cash per share at the merger’s effective time, while each share of preferred stock will receive $1,400.00 in cash, in each case without interest and less taxes. Equity awards will be cancelled and cashed out based on the $14.00 per share merger price, with stock options whose exercise price is at or above that amount receiving no payment.

Somasundaram Subramaniam reports beneficial ownership of 4,122,975 shares of common stock, representing 5.8% of the class, based on 71,358,638 shares outstanding as of November 3, 2025 plus 90,762 shares underlying vested stock options. He and affiliated entities have entered into a Voting and Support Agreement granting Eli Lilly an irrevocable proxy on their shares for matters related to the merger and agreeing to restrict transfers of those shares until the merger closes or the merger agreement terminates.

Ventyx Biosciences has agreed to be acquired by Eli Lilly. Under the merger agreement, each share of Ventyx common stock will be converted at the merger’s effective time into the right to receive $14.00 in cash per share, less any tax withholding, and each share of preferred stock will be converted into the right to receive $1,400.00 in cash per share.

Stock options will be cancelled and cashed out based on the $14.00 per share merger price to the extent their exercise price is below that amount; options with exercise prices at or above $14.00 will be cancelled for no payment. Unsettled restricted stock units will be cancelled and replaced with a cash payment based on the $14.00 per share price. Reporting person Raju Mohan beneficially owns 4,387,682 shares (including options), or 6.0% of the company, and has entered into a voting and support agreement to vote his shares in favor of the merger and refrain from transferring them, subject to agreed exceptions.

Ventyx Biosciences, Inc. agreed to be acquired by Eli Lilly and Company in an all-cash merger, under which each share of common stock will be converted into the right to receive $14.00 per share in cash, and each share of preferred stock will be converted into the right to receive $1,400.00 per share in cash, in each case less applicable tax withholding. The transaction will be completed through a merger of a Lilly subsidiary into Ventyx, with Ventyx surviving as a wholly owned subsidiary of Lilly, subject to customary closing conditions.

The deal requires approval by Ventyx stockholders at a special meeting and receipt of required regulatory clearances, and it is subject to an outside date of October 7, 2026, after which either party can generally terminate if closing has not occurred. A voting and support agreement covers holders controlling about 10% of the common stock as of January 5, 2026, committing them to vote in favor of the merger, and a termination fee of $44,000,000 may be payable by Ventyx to Lilly if the agreement is ended under specified circumstances, including accepting a superior proposal.

Ventyx Biosciences, Inc. (VTYX) filed a Form 4 reporting an open market-equivalent share purchase by its Chief Medical Officer. The reporting person acquired 3,000 shares of Ventyx common stock on November 17, 2025 through the company’s 2021 Employee Stock Purchase Plan. The shares were bought at a price of $1.03 per share, calculated as 85% of the closing price on May 15, 2025, in line with the ESPP terms.

Following this transaction, the reporting person beneficially owns 6,000 shares of Ventyx common stock, held directly. The filing notes that the transaction is exempt under Rule 16b-3(c) and that it was reported on a voluntary basis in connection with the ESPP purchase period running from May 15, 2025 through November 14, 2025.