COO’s Ventyx (VTYX) options cashed out as Eli Lilly merger closes

Rhea-AI Filing Summary

Moore Matthew Richard reported disposition transactions in this Form 4 filing.

Ventyx Biosciences Chief Operating Officer Matthew Richard Moore reported the cancellation of two stock option awards in connection with the company’s merger with Eli Lilly and Company. A Lilly subsidiary merged into Ventyx, leaving Ventyx as a wholly owned subsidiary of Lilly.

At the merger’s effective time, options covering 145,000 and 320,000 shares of Ventyx common stock were automatically canceled. Because each option had an exercise price per share less than or equal to $14.00, they were converted into a right to receive cash equal to the number of shares underlying each option multiplied by the excess, if any, of $14.00 over the option’s exercise price, less applicable taxes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Moore Matthew Richard

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	145,000	$0.00	--
Disposition	Stock Option (Right to Buy)	320,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct)

Footnotes (1)

1. Pursuant to the Agreement and Plan of Merger, dated January 7, 2026 (as it may be amended from time to time, the "Merger Agreement"), by and among Ventyx Biosciences, Inc. ("Issuer") , Eli Lilly and Company ("Parent"), and Parent's wholly owned subsidiary, RYLS Merger Corporation ( "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of the Parent. At the effective time of the Merger (the "Effective Time"), this option to purchase shares of the Issuer's common stock had an exercise price per share that was less than or equal to $14.00 (without interest) per share (the "Per Share Price") and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.

Form 4 Insider Transactions: What Each Field Means →

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moore Matthew Richard

(Last) (First) (Middle)

C/O VENTYX BIOSCIENCES, INC.

12790 EL CAMINO REAL, SUITE 200

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ventyx Biosciences, Inc. [ VTYX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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)	$2.14	03/04/2026		D(1)			145,000	(2)	01/02/2035	Common Stock	145,000	(2)	0	D
Stock Option (Right to Buy)	$4.98	03/04/2026		D(1)			320,000	(2)	05/16/2034	Common Stock	320,000	(2)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated January 7, 2026 (as it may be amended from time to time, the "Merger Agreement"), by and among Ventyx Biosciences, Inc. ("Issuer") , Eli Lilly and Company ("Parent"), and Parent's wholly owned subsidiary, RYLS Merger Corporation ( "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of the Parent.

2. At the effective time of the Merger (the "Effective Time"), this option to purchase shares of the Issuer's common stock had an exercise price per share that was less than or equal to $14.00 (without interest) per share (the "Per Share Price") and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.

	/s/ Austin Rutherford, as Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Ventyx Biosciences (VTYX) report on this Form 4?

Ventyx Biosciences reported the cancellation of two stock option awards held by its COO. The options were disposed of back to the issuer and converted into cash rights as part of the company’s completed merger that made Ventyx a wholly owned subsidiary of Eli Lilly.

How many Ventyx (VTYX) options were affected for the COO in this filing?

The filing shows two canceled stock option positions totaling 465,000 optioned shares. One option covered 145,000 shares and the other 320,000 shares of Ventyx common stock, both automatically canceled and converted into cash-based rights at the merger’s effective time.

How did the Eli Lilly merger impact Ventyx (VTYX) stock options in this Form 4?

The merger triggered automatic cancellation and cash conversion of certain Ventyx stock options. At the effective time, eligible options with exercise prices at or below $14.00 per share were canceled and converted into a right to receive cash based on the per share merger price minus each option’s exercise price.

What is the per share price used for Ventyx (VTYX) option cashouts in this Form 4?

The cash consideration for the options is based on a per share price of $14.00. Each affected option is converted into the right to receive cash equal to the number of underlying shares multiplied by the excess, if any, of $14.00 over its exercise price, before taxes.

What corporate transaction involving Ventyx (VTYX) and Eli Lilly is described here?

The content describes a completed merger between Ventyx and a subsidiary of Eli Lilly. RYLS Merger Corporation, a wholly owned Lilly subsidiary, merged into Ventyx, with Ventyx surviving and becoming a wholly owned subsidiary of Eli Lilly, triggering the option cancellations and cash rights.