Ventyx (VTYX) director’s options cashed out or cancelled in Lilly deal
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
White William Richard
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 33,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 40,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 20,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 119,120 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 21,825 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 15,937 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct)
Footnotes (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"), 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. 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 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.