Ventyx (VTYX) CEO cashes out stock and options in $14 Eli Lilly merger

Rhea-AI Filing Summary

Ventyx Biosciences CEO and President Mohan Raju reported the cancellation and cash-out of his equity holdings in connection with Ventyx’s merger with Eli Lilly. At the merger’s effective time, his restricted stock units and several stock options were automatically cancelled and converted into the right to receive cash based on a $14.00 per share price, or cancelled for no consideration, pursuant to the Merger Agreement. A total of 2,372,863 shares of common stock were similarly converted into a cash right, leaving no directly held Ventyx common shares or related options reported after these issuer dispositions.

Insights

Equity compensation analyst

CEO’s stock, RSUs, and options were cashed out or cancelled as part of a completed Eli Lilly merger.

The filing shows Mohan Raju, CEO and President of Ventyx Biosciences, reporting issuer dispositions of common stock, restricted stock units, and stock options at the merger’s effective time. These are mechanically tied to the cash acquisition by Eli Lilly and Company, not open-market sales.

Footnotes explain that unvested RSUs and in-the-money options were converted into cash using a $14.00 per share price, while out-of-the-money options were cancelled for no consideration. After these steps, no directly held common shares or options are reported, reflecting the transition to wholly owned-subsidiary status under Eli Lilly.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider Mohan Raju

Role CEO AND PRESIDENT

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	23,688	$0.00	--
Disposition	Stock Option (Right to Buy)	700,000	$0.00	--
Disposition	Stock Option (Right to Buy)	155,000	$0.00	--
Disposition	Stock Option (Right to Buy)	473,750	$0.00	--
Disposition	Stock Option (Right to Buy)	370,000	$0.00	--
Disposition	Stock Option (Right to Buy)	335,286	$0.00	--
Disposition	Stock Option (Right to Buy)	7,972	$0.00	--
Disposition	Stock Option (Right to Buy)	284,250	$0.00	--
Disposition	Stock Option (Right to Buy)	466,672	$0.00	--
Disposition	Common Stock	2,372,863	$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^*

Mohan Raju

(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
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

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)		2,372,863	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)			23,688	(3)	(3)	Common Stock	23,688	(3)	0	D
Stock Option (Right to Buy)	$2.14	03/04/2026		D(1)			700,000	(4)	01/02/2035	Common Stock	700,000	(4)	0	D
Stock Option (Right to Buy)	$2.49	03/04/2026		D(1)			155,000	(4)	01/02/2034	Common Stock	155,000	(4)	0	D
Stock Option (Right to Buy)	$2.14	03/04/2026		D(1)			473,750	(4)	12/18/2033	Common Stock	473,750	(4)	0	D
Stock Option (Right to Buy)	$12.21	03/04/2026		D(1)			370,000	(4)	02/04/2032	Common Stock	370,000	(4)	0	D
Stock Option (Right to Buy)	$8.04	03/04/2026		D(1)			335,286	(4)	09/18/2031	Common Stock	335,286	(4)	0	D
Stock Option (Right to Buy)	$3.54	03/04/2026		D(1)			7,972	(4)	02/26/2031	Common Stock	7,972	(4)	0	D
Stock Option (Right to Buy)	$33.84	03/04/2026		D(1)			284,250	(5)	01/17/2033	Common Stock	284,250	(5)	0	D
Stock Option (Right to Buy)	$14.48	03/04/2026		D(1)			466,672	(5)	12/17/2031	Common Stock	466,672	(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Ventyx Biosciences (VTYX) report for Mohan Raju?

Ventyx Biosciences reported that CEO Mohan Raju disposed of his common stock, restricted stock units, and stock options back to the issuer. These positions were cancelled or cashed out in connection with the company’s merger into a wholly owned subsidiary of Eli Lilly and Company.

How many Ventyx Biosciences (VTYX) common shares were affected in this Form 4?

The filing shows 2,372,863 shares of Ventyx Biosciences common stock were disposed of back to the issuer. At the merger’s effective time, these shares were automatically converted into the right to receive a cash amount based on a $14.00 per-share price under the Merger Agreement.

What happened to Mohan Raju’s Ventyx restricted stock units in the Eli Lilly merger?

At the merger’s effective time, unvested restricted stock units held by Mohan Raju were cancelled and converted into a cash award. The cash amount equaled the number of underlying shares multiplied by the $14.00 per-share price, less applicable withholding taxes, as described in the Merger Agreement.

How were Ventyx stock options treated for Mohan Raju in this Form 4?

Stock options with exercise prices at or below $14.00 per share were cancelled and converted into cash equal to the per-share price minus the exercise price, times the option shares. Fully vested options with exercise prices above $14.00 were automatically cancelled for no consideration at the merger’s effective time.

Does Mohan Raju hold any Ventyx Biosciences shares after this reported transaction?

According to the Form 4, the total shares and options reported as directly owned following the transactions are zero. This reflects that his common stock, restricted stock units, and stock options were either cashed out or cancelled when Ventyx became a wholly owned Eli Lilly subsidiary.

What price per share did Ventyx Biosciences (VTYX) equity holders receive in the Eli Lilly merger?

Equity instruments referenced in the filing use a per-share price of $14.00. Common shares and eligible equity awards were converted into the right to receive cash based on this $14.00 per-share amount, subject to the detailed terms and conditions of the Merger Agreement.