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.

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

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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^*

Gonzales Roy

(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)
	Senior VP, Finance

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)		5,313	D	(2)	0	D

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)			109,200	(3)	01/02/2035	Common Stock	109,200	(3)	0	D
Stock Option (Right to Buy)	$2.14	03/04/2026		D(1)			17,500	(3)	01/02/2035	Common Stock	17,500	(3)	0	D
Stock Option (Right to Buy)	$4.67	03/04/2026		D(1)			12,500	(3)	04/15/2034	Common Stock	12,500	(3)	0	D
Stock Option (Right to Buy)	$2.49	03/04/2026		D(1)			35,000	(3)	01/02/2034	Common Stock	35,000	(3)	0	D
Stock Option (Right to Buy)	$2.14	03/04/2026		D(1)			37,500	(3)	12/18/2033	Common Stock	37,500	(3)	0	D
Stock Option (Right to Buy)	$33.84	03/04/2026		D(1)			70,000	(4)	01/17/2033	Common Stock	70,000	(4)	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. 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.

4. 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
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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.

How were Ventyx Biosciences (VTYX) common shares treated in the Lilly merger?

Each Ventyx common share was automatically converted into the right to receive $14.00 in cash per share, without interest, at the merger’s effective time, as specified in the merger agreement among Ventyx, Eli Lilly and Company, and the merger subsidiary.

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.

Did Roy Gonzales sell Ventyx (VTYX) shares on the open market?

No, the Form 4 describes issuer dispositions tied to the merger, not open-market sales. His common shares and options were automatically converted or cancelled for cash or no consideration, consistent with the merger agreement’s treatment at the effective time.

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.