Ventyx Biosciences (VTYX) cashed out at $14 per share in Eli Lilly merger

Rhea-AI Filing Summary

Ventyx Biosciences, Inc. became a wholly owned subsidiary of Eli Lilly and Company through a merger in which Eli Lilly’s RYLS Merger Corporation combined with Ventyx. At the effective time of the merger, each Ventyx share was converted into the right to receive $14.00 in cash per share, subject to the merger agreement terms.

A fund group referred to as the NSV Funds disposed of an aggregate 3,337,495 shares of common stock, held by NSV Investments I, L.P., NSV Partners III, L.P., New Science Ventures, LLC, and NSV Partners II, LLC, in exchange for this cash consideration. Director Subramaniam Somu may be deemed to have voting and dispositive power over these entities but disclaims beneficial ownership except for his pecuniary interest.

Several stock options held by the reporting person were also affected. In-the-money options were automatically cancelled and converted into a cash payment equal to the number of option shares multiplied by the excess of the $14.00 per share price over the option exercise price, less withholding taxes. Fully vested options with exercise prices above $14.00 per share were cancelled for no consideration.

Insights

M&A and Insider Transactions Analyst

Form 4 shows cash-out dispositions tied to Eli Lilly’s acquisition of Ventyx, not open-market selling.

The transactions reflect the closing mechanics of Eli Lilly’s merger with Ventyx Biosciences, where Ventyx became a wholly owned subsidiary. Common shares were automatically converted into the right to receive $14.00 per share in cash under the merger agreement, rather than being sold in the market.

The NSV Funds collectively disposed of 3,337,495 shares, with entities such as NSV Investments I, L.P. and NSV Partners III, L.P. listed as holders. Director Subramaniam Somu may be deemed to have voting and dispositive power but expressly disclaims beneficial ownership beyond his pecuniary interest, emphasizing that these positions belong to the funds.

Stock options were also cancelled. Options with exercise prices at or below $14.00 per share were converted into cash equal to the intrinsic value at the effective time, while fully vested out-of-the-money options (exercise price above $14.00) were cancelled without payment. These adjustments are standard for an all-cash merger and do not indicate discretionary buying or selling activity by the director; subsequent filings may provide any additional post-merger equity details.

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
Estimated average burden
hours per response:			0.5

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^*

Subramaniam Somu

(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)

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

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
Common Stock	03/04/2026		D(1)		3,337,495	D	(2)	0	I	See Footnote(3)(4)

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)	$3.285	03/04/2026		D(1)			33,000	(5)	06/06/2034	Common Stock	33,000	(5)	0	D
Stock Option (Right to Buy)	$2.25	03/04/2026		D(1)			40,000	(5)	06/05/2035	Common Stock	40,000	(5)	0	D
Stock Option (Right to Buy)	$1.97	03/04/2026		D(1)			20,000	(5)	01/21/2034	Common Stock	20,000	(5)	0	D
Stock Option (Right to Buy)	$34.83	03/04/2026		D(1)			15,937	(6)	06/08/2033	Common Stock	15,937	(6)	0	D
Stock Option (Right to Buy)	$16.54	03/04/2026		D(1)			21,825	(6)	06/09/2032	Common Stock	21,825	(6)	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"), these shares were automatically converted solely into the right to receive cash in an amount equal to $14.00 (without interest) per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.

3. NSV Partners III, L.P. is the general partner of NSV Investments I, L.P. The reporting person is the majority member and managing member of NSV Partners III GP, LLC, which is the general partner of NSV Partners III, L.P., and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners III, L.P. is general partner. The reporting person is the majority member and managing member of NSV Partners II, LLC. The reporting person is the majority member and managing member of New Science Ventures, LLC. The reporting person disclaims beneficial ownership over the shares owned by each of the NSV Funds (as defined below), except to the extent of his pecuniary interest therein.

4. The shares disposed by the reporting person consists of: (i) 1,807,664 shares owned by NSV Investments I, L.P., (ii) 906,974 shares owned by NSV Partners III, L.P., (iii) 214,337 shares owned by New Science Ventures, LLC, and (iv) 408,520 shares owned by NSV Partners II, LLC (collectively, the "NSV Funds").

5. At 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 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.

6. At the Effective Time, this option to purchase shares of the Issuer's common stock was fully vested and had an exercise price per share that was greater than the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled for no consideration.

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction does the Ventyx Biosciences (VTYX) Form 4 report?

The Form 4 reports automatic dispositions of Ventyx Biosciences equity in connection with Eli Lilly’s acquisition. Common shares and stock options were cancelled or converted into the right to receive cash, rather than sold on the open market, as part of the merger closing mechanics.

What cash consideration did Ventyx Biosciences (VTYX) shareholders receive in the Eli Lilly merger?

Each Ventyx Biosciences common share was converted into the right to receive $14.00 in cash per share. This fixed per-share price was set by the merger agreement and applied at the effective time of the merger with Eli Lilly’s acquisition vehicle.

How many Ventyx Biosciences (VTYX) shares were disposed of by the NSV Funds in the merger?

The NSV Funds collectively disposed of 3,337,495 Ventyx Biosciences common shares in the merger. These were held by NSV Investments I, L.P., NSV Partners III, L.P., New Science Ventures, LLC, and NSV Partners II, LLC, and were cashed out at $14.00 per share under the merger terms.

How were Ventyx Biosciences (VTYX) stock options treated in the Eli Lilly merger?

In-the-money Ventyx stock options were cancelled and converted into a cash payment equal to the number of option shares times the excess of $14.00 over the exercise price. Fully vested options with exercise prices above $14.00 per share were automatically cancelled for no consideration at the effective time.

Does Subramaniam Somu personally own the Ventyx Biosciences (VTYX) shares reported on the Form 4?

The shares are held by entities known as the NSV Funds, not directly by Subramaniam Somu. He may be deemed to have voting and dispositive power over those entities but disclaims beneficial ownership except for his pecuniary interest in the funds.

Did the Ventyx Biosciences (VTYX) Form 4 reflect any open-market buying or selling by the director?

No, the transactions were coded as dispositions to the issuer under the merger agreement. Shares and options were automatically cancelled or converted into cash at $14.00 per share, reflecting merger consideration rather than open-market purchases or sales by the director.