Ventyx director options cashed out, cancelled in merger

Ventyx Biosciences director Allison Hulme reported the disposition of stock options in connection with the company’s merger with Eli Lilly.

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Rhea-AI Filing Summary

Ventyx Biosciences director Allison Hulme reported the disposition of stock options in connection with the company’s merger with Eli Lilly. At the merger’s effective time, vested options with exercise prices at or below $14.00 per share were automatically cancelled and converted into cash equal to the per-share merger price minus the option exercise price. Fully vested options with exercise prices above $14.00 per share were automatically cancelled for no consideration under the merger agreement.

Insider Trade Summary

Disposition: 129,364 shares

Disposition 5 txns

Insider HULME ALLISON

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	33,000	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	40,000	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	20,000	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	15,937	$0.00	$0.00
Disposition	Stock Option (Right to Buy)	20,427	$0.00	$0.00

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

Footnotes (3)

F1. 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.
F2. 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.
F3. 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.

FAQ

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What insider transaction did Ventyx Biosciences (VTYX) report for Allison Hulme?

Ventyx Biosciences reported that director Allison Hulme disposed of stock options in connection with the company’s merger with Eli Lilly. Several option grants were automatically cancelled, either for cash or for no consideration, under the terms of the merger agreement.

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

At the merger’s effective time, Ventyx stock options with exercise prices at or below $14.00 per share were cancelled and converted into cash. Options with exercise prices above the $14.00 per-share merger price were automatically cancelled for no consideration, as specified in the merger agreement.

What cash did Ventyx (VTYX) option holders receive for in-the-money options?

For each in-the-money option, holders became entitled to cash equal to the number of shares subject to the option multiplied by the excess of the $14.00 per-share merger price over the option’s exercise price, less any applicable withholding taxes.

Which Ventyx (VTYX) options were cancelled without payment in the merger?

Fully vested Ventyx stock options with exercise prices greater than the $14.00 per-share merger price were automatically cancelled at the effective time of the Eli Lilly merger. Under the merger agreement, these out-of-the-money options were terminated for no consideration.

What agreement governed the Ventyx (VTYX) and Eli Lilly merger terms?

The transaction was governed by an Agreement and Plan of Merger dated January 7, 2026, among Ventyx Biosciences, Eli Lilly and Company, and RYLS Merger Corporation. This merger agreement specified how Ventyx equity awards, including stock options, would be treated at closing.

Did Ventyx Biosciences (VTYX) become a subsidiary after the Eli Lilly merger?

Yes. Under the merger agreement, RYLS Merger Corporation merged with and into Ventyx Biosciences, with Ventyx surviving the merger. After completion, Ventyx became a wholly owned subsidiary of Eli Lilly and Company as described in the transaction terms.

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Accepted by SEC EDGAR 03/04/2026 - 04:26 PM

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

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^*

HULME ALLISON

(Last)

(First)

(Middle)

C/O VENTYX BIOSCIENCES, INC.

12790 EL CAMINO REAL, SUITE 200

(Street)

SAN DIEGO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.285	03/04/2026		D⁽¹⁾			33,000	⁽²⁾	06/06/2034	Common Stock	33,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$2.25	03/04/2026		D⁽¹⁾			40,000	⁽²⁾	06/05/2035	Common Stock	40,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$1.97	03/04/2026		D⁽¹⁾			20,000	⁽²⁾	01/21/2034	Common Stock	20,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$34.83	03/04/2026		D⁽¹⁾			15,937	⁽³⁾	06/15/2033	Common Stock	15,937	⁽³⁾	0	D
Stock Option (Right to Buy)	$34.16	03/04/2026		D⁽¹⁾			20,427	⁽³⁾	01/11/2033	Common Stock	20,427	⁽³⁾	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.

3. 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.

Source: View Original Filing on SEC EDGAR