Eli Lilly buyout: Ventyx Biosciences (VTYX) CSO equity cancelled for cash

Rhea-AI Filing Summary

Ventyx Biosciences chief scientific officer John Nuss reported the disposition of his equity awards in connection with the company’s cash merger with Eli Lilly. A Lilly subsidiary merged into Ventyx, which now operates as a wholly owned subsidiary of Eli Lilly.

At the merger’s effective time, his common shares and unvested restricted stock units were automatically converted into the right to receive $14.00 in cash per share, subject to the merger agreement’s terms. Stock options with exercise prices at or below $14.00 per share were cancelled and converted into cash based on the spread to the $14.00 per-share price, while fully vested options with exercise prices above $14.00 were cancelled for no consideration. The Form 4 lists, among other positions, 9,063 restricted stock units, several option awards, and 489,481 common shares disposed back to the issuer.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Nuss John

Role CHIEF SCIENTIFIC OFFICER

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	9,063	$0.00	--
Disposition	Stock Option (right to buy)	415,104	$0.00	--
Disposition	Stock Option (right to buy)	125,000	$0.00	--
Disposition	Stock Option (right to buy)	181,250	$0.00	--
Disposition	Stock Option (right to buy)	192,778	$0.00	--
Disposition	Stock Option (right to buy)	145,000	$0.00	--
Disposition	Stock Option (right to buy)	139,722	$0.00	--
Disposition	Stock Option (right to buy)	108,750	$0.00	--
Disposition	Common Stock	489,481	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Stock Option (right to buy) — 0 shares (Direct); Common Stock — 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"), 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. At the Effective Time, each outstanding restricted stock unit ("RSU") that was unvested was cancelled and converted solely into the right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested RSU award immediately prior to the Effective Time, multiplied by (ii) the Per Share Price, less applicable withholding taxes. 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. 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.

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
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^*

Nuss John

(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 SCIENTIFIC 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
Common Stock	03/04/2026		D(1)		489,481	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
Restricted Stock Units	(3)	03/04/2026		D(1)			9,063	(3)	(3)	Common Stock	9,063	(3)	0	D
Stock Option (right to buy)	$2.14	03/04/2026		D(1)			415,104	(4)	01/02/2035	Common Stock	415,104	(4)	0	D
Stock Option (right to buy)	$2.49	03/04/2026		D(1)			125,000	(4)	01/02/2034	Common Stock	125,000	(4)	0	D
Stock Option (right to buy)	$2.14	03/04/2026		D(1)			181,250	(4)	12/18/2033	Common Stock	181,250	(4)	0	D
Stock Option (right to buy)	$8.04	03/04/2026		D(1)			192,778	(4)	09/18/2031	Common Stock	192,778	(4)	0	D
Stock Option (right to buy)	$14.48	03/04/2026		D(1)			145,000	(5)	02/04/2032	Common Stock	145,000	(5)	0	D
Stock Option (right to buy)	$14.48	03/04/2026		D(1)			139,722	(5)	12/17/2031	Common Stock	139,722	(5)	0	D
Stock Option (right to buy)	$33.84	03/04/2026		D(1)			108,750	(5)	01/17/2033	Common Stock	108,750	(5)	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, each outstanding restricted stock unit ("RSU") that was unvested was cancelled and converted solely into the right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested RSU award immediately prior to the Effective Time, multiplied by (ii) the Per Share Price, less applicable withholding taxes.

4. 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.

5. 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 insider transaction did Ventyx Biosciences (VTYX) report for John Nuss?

Ventyx Biosciences reported that chief scientific officer John Nuss disposed of his equity awards in connection with the company’s merger with Eli Lilly. His common shares, restricted stock units, and options were cancelled or converted into cash rights under the merger agreement’s terms.

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

At the merger’s effective time, each Ventyx share was automatically converted solely into the right to receive $14.00 in cash per share, without interest. This treatment applied subject to the detailed terms and conditions set out in the merger agreement between Ventyx and Eli Lilly.

What happened to John Nuss’s restricted stock units in Ventyx Biosciences (VTYX)?

Each unvested restricted stock unit held by John Nuss was cancelled at the merger’s effective time and converted into a cash award. The cash amount equaled the number of underlying shares multiplied by the $14.00 per-share price, minus applicable withholding taxes, consistent with the merger agreement.

How were Ventyx Biosciences (VTYX) stock options handled in the Eli Lilly transaction?

Stock options with exercise prices at or below $14.00 per share were cancelled and converted into cash based on the excess of $14.00 over the exercise price. Fully vested options with exercise prices above $14.00 per share were automatically cancelled at the effective time for no consideration.

How many Ventyx Biosciences (VTYX) common shares were reported as disposed by John Nuss?

The Form 4 shows that 489,481 shares of Ventyx common stock held by John Nuss were disposed back to the issuer at the merger’s effective time. These shares were converted solely into the right to receive cash based on the $14.00 per-share merger price.

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

Yes. Under the merger agreement, a wholly owned Eli Lilly subsidiary merged with and into Ventyx Biosciences. Ventyx survived that merger and became a wholly owned subsidiary of Eli Lilly, with former Ventyx equity holders receiving cash consideration instead of continuing stock ownership.