Ventyx (VTYX) director’s options cashed out or cancelled in Lilly deal

Rhea-AI Filing Summary

Ventyx Biosciences director William Richard White reported the disposition of multiple stock options on March 4, 2026 in transactions with the issuer. The footnotes explain these were mechanical changes tied to Ventyx’s merger with Eli Lilly and Company, which made Ventyx a wholly owned subsidiary.

At the merger’s effective time, options with exercise prices at or below $14.00 per share were automatically cancelled and converted into a cash right based on the spread to the merger per-share price. Fully vested options with exercise prices above that per-share price were automatically cancelled for no consideration.

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^*

White William Richard

(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

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	(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)	$6.03	03/04/2026		D(1)			119,120	(2)	08/17/2031	Common Stock	119,120	(2)	0	D
Stock Option (Right to Buy)	$16.54	03/04/2026		D(1)			21,825	(3)	06/09/2032	Common Stock	21,825	(3)	0	D
Stock Option (Right to Buy)	$34.83	03/04/2026		D(1)			15,937	(3)	06/08/2033	Common Stock	15,937	(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.
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FAQ

What insider activity did Ventyx Biosciences (VTYX) report for William Richard White?

Ventyx Biosciences reported that director William Richard White disposed of several stock option positions in issuer transactions. These were automatic option cancellations or cash conversions triggered at the merger effective time when Ventyx became a wholly owned subsidiary of Eli Lilly.

How is the Eli Lilly merger described in the Ventyx (VTYX) Form 4 filing?

The filing states that Ventyx Biosciences merged with a wholly owned Eli Lilly subsidiary, with Ventyx surviving as a wholly owned subsidiary of Eli Lilly. This merger, governed by a January 7, 2026 Merger Agreement, triggered automatic treatment of outstanding Ventyx stock options.

What happened to Ventyx (VTYX) stock options with exercise prices at or below $14.00?

Options with exercise prices at or below $14.00 per share were automatically cancelled at the merger’s effective time and converted into a cash right. The cash amount equaled the number of option shares multiplied by the excess of the per-share merger price over the option’s exercise price.

What happened to Ventyx (VTYX) stock options with exercise prices above the merger price?

Fully vested Ventyx stock options with exercise prices above the per-share merger price were automatically cancelled for no consideration at the merger’s effective time. This means holders of those higher-strike options did not receive cash or shares in exchange for the cancelled awards.

Does the Ventyx (VTYX) Form 4 indicate open-market buying or selling by William Richard White?

No, the Form 4 describes option dispositions to the issuer linked to the merger terms, not open-market trades. The transactions are coded as dispositions to the issuer, reflecting automatic cancellation or cash settlement of options rather than discretionary buy or sell orders in the market.

What is the significance of the $14.00 per share figure in the Ventyx (VTYX) filing?

The filing labels $14.00 per share as the per-share merger price. It determines cash payouts for in-the-money options: each affected option is converted into cash equal to the number of underlying shares times the amount by which this per-share price exceeds the option’s exercise price.