Ventyx Biosciences (VTYX) exec records option dispositions in $14 Lilly buyout
Rhea-AI Filing Summary
Ventyx Biosciences has been acquired by Eli Lilly and Company, with Ventyx becoming a wholly owned subsidiary through a merger. Under the merger agreement, each share of Ventyx common stock was converted into the right to receive $14.00 in cash per share, without interest, at the merger’s effective time.
Senior VP of Finance Roy Gonzales reported dispositions to the issuer of multiple stock option awards covering an aggregate of 281,700 options and 5,313 common shares. In-the-money options were automatically cancelled and converted into a cash payment equal to the spread over the $14.00 per-share price, while underwater options were cancelled for no consideration, in each case pursuant to the merger agreement.
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Insider Trade Summary
Net Seller: 5,313 shares
Net Sell
7 txns
Insider
Gonzales Roy
Role
Senior VP, Finance
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 109,200 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 17,500 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 12,500 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 35,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 37,500 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 70,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 5,313 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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"), 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.
- F3. 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.
- F4. 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
What did the Ventyx Biosciences (VTYX) Form 4 filing report?
The Form 4 reports that Senior VP of Finance Roy Gonzales disposed of Ventyx securities in connection with its merger into Eli Lilly and Company, reflecting automatic treatment of his common shares and stock options under the merger agreement.
What happened to Roy Gonzales’s Ventyx stock options in the merger?
Gonzales’s Ventyx stock options were automatically cancelled at the merger’s effective time. In-the-money options became a right to receive cash equal to the spread over $14.00 per share, while out-of-the-money options were cancelled for no consideration under the merger agreement.
How many Ventyx securities did Roy Gonzales dispose of in this Form 4?
The Form 4 shows dispositions to the issuer of 281,700 stock options and 5,313 shares of Ventyx common stock. All transactions occurred on the merger effective date and were triggered automatically by the terms of the merger agreement with Eli Lilly and Company.
Who acquired Ventyx Biosciences (VTYX) according to this Form 4?
The filing states that Ventyx Biosciences became a wholly owned subsidiary of Eli Lilly and Company when Lilly’s merger subsidiary was merged into Ventyx, with the surviving company owned entirely by Eli Lilly following the effective time of the merger.
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