Every 8-K that Ventyx Biosciences, Inc. (VTYX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VTYX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VTYX filings page.
Ventyx Biosciences, Inc. has completed its merger with Eli Lilly and Company, becoming a wholly owned subsidiary of Eli Lilly. Each share of Ventyx common stock outstanding immediately before closing was converted into the right to receive $14.00 in cash per share, less applicable tax withholding. Each share of preferred stock was converted into the right to receive $1,400.00 in cash per share, also less tax withholding. The company estimates that stockholders and other equity holders will receive aggregate consideration of approximately $1.2 billion, before fees and expenses.
All Ventyx stock options were cancelled at closing, with in-the-money options converted into cash based on the $14.00 price and any options at or above that price cancelled for no payment. Outstanding restricted stock units were similarly cancelled and cashed out at $14.00 per underlying share. Ventyx’s equity incentive and employee stock purchase plans were terminated.
Trading in Ventyx’s common stock on the Nasdaq Global Select Market was suspended as of the closing date, and the company has requested delisting and deregistration of its shares. A change in control has occurred, with Ventyx’s prior directors and officers resigning and being replaced by Eli Lilly–designated directors and officers, and the company’s charter and bylaws have been amended and restated in line with the merger agreement.
Ventyx Biosciences reported the results of a special shareholder meeting held to vote on its previously announced merger with Eli Lilly and Company. Shareholders were asked to adopt the Agreement and Plan of Merger under which Ventyx will become a wholly owned subsidiary of Eli Lilly through a merger with RYLS Merger Corporation.
As of the January 21, 2026 record date, there were 71,760,778 common shares outstanding, each entitled to one vote, and 45,810,746 shares were represented at the meeting. The proposal to adopt the Merger Agreement received 44,176,785 votes for, 1,572,592 against, and 61,369 abstentions, and was approved. A separate advisory proposal on merger-related executive compensation was also approved, with 43,789,693 votes for, 1,838,898 against, and 182,155 abstentions, while a potential adjournment proposal was rendered moot.
Ventyx Biosciences issued supplemental disclosures to its proxy materials about the pending cash acquisition by Eli Lilly, under which each Ventyx share will be converted into the right to receive $14.00 in cash if the merger closes.
The company adds detail on its outreach to 16 large biopharma firms after positive Phase 2 data for VTX3232, and on discounted cash flow analyses by Jefferies and Moelis that implied standalone equity value ranges below the $14.00 merger price. It also outlines key forecasting assumptions, including a potential VTX3232 partnership with a $250 million upfront payment and specified royalty and milestone terms.
Ventyx reports that the Hart-Scott-Rodino antitrust waiting period was terminated early on February 11, 2026, though the merger still depends on other customary conditions and shareholder approval. The company discloses stockholder lawsuits in New York state court challenging alleged disclosures in the proxy statement and states it believes these actions are without merit while acknowledging additional suits may be filed.
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. 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 (VTYX) reported that it issued a press release announcing financial results for the third quarter ended September 30, 2025. The release is included as Exhibit 99.1 to this Form 8-K and is being furnished, not filed, under the Exchange Act. As furnished information, it is not subject to Section 18 liabilities and will only be incorporated by reference into other filings if expressly stated.
Ventyx Biosciences (VTYX) announced top-line data from its Phase 2 trial of VTX3232, a CNS-penetrant NLRP3 inhibitor, in participants with obesity and cardiovascular risk factors. The company will host a conference call at 4:30pm ET on October 22, 2025 to review the results.
The press release and a topline results presentation are provided as Exhibits 99.1 and 99.2. The information was furnished under Regulation FD and is not deemed filed under Section 18 of the Exchange Act.