Lilly–Ventyx (VTYX) merger cancels director stock options at $14

Rhea-AI Filing Summary

Ventyx Biosciences director Onaiza Cadoret-Manier reported the disposition of stock options to the company in connection with its merger with Eli Lilly and Company. The filing explains that RYLS Merger Corporation merged into Ventyx, which survived the merger and became a wholly owned subsidiary of Eli Lilly.

At the effective time of the merger, any reported option with an exercise price per share less than or equal to the $14.00 per share cash merger price was automatically cancelled and converted into a right to receive cash equal to the number of option shares multiplied by the excess of $14.00 over the option’s exercise price, less applicable withholding taxes. Options with an exercise price per share greater than $14.00 were automatically cancelled at the effective time for no consideration.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Cadoret-Manier Onaiza

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)	15,937	$0.00	--
Disposition	Stock Option (Right to Buy)	20,427	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 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"), 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.

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
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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^*

Cadoret-Manier Onaiza

(Last) (First) (Middle)

C/O VENYTX BIOSCINECES, 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)	$34.83	03/04/2026		D(1)			15,937	(3)	06/15/2033	Common Stock	15,937	(3)	0	D
Stock Option (Right to Buy)	$34.16	03/04/2026		D(1)			20,427	(3)	01/11/2033	Common Stock	20,427	(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 does the VTYX Form 4 filed by Onaiza Cadoret-Manier report?

The Form 4 reports Onaiza Cadoret-Manier’s disposition of Ventyx stock options back to the issuer. These option transactions occurred at the effective time of the Eli Lilly merger and reflect automatic cancellations and related cash rights under the merger agreement.

How did the Eli Lilly merger affect Ventyx (VTYX) stock options on this Form 4?

The merger triggered automatic treatment of the reported Ventyx stock options. Options with exercise prices at or below $14.00 per share converted into cash rights, while fully vested options with exercise prices above $14.00 per share were cancelled at the effective time for no consideration.

What cash consideration applies to the reported Ventyx options at the $14.00 Per Share Price?

Each reported option with an exercise price per share at or below $14.00 was converted into a right to receive cash. The amount equals the number of option shares multiplied by the excess of $14.00 over the option’s exercise price, before applicable withholding taxes.

What happened to Ventyx (VTYX) options with exercise prices above $14.00 per share?

Fully vested options with exercise prices above the $14.00 Per Share Price were automatically cancelled for no consideration. This cancellation occurred at the effective time of the merger under the terms of the merger agreement described in the Form 4 footnotes.

What corporate structure change involving Ventyx Biosciences (VTYX) is described?

The content describes a merger where RYLS Merger Corporation merged into Ventyx Biosciences. Ventyx survived this merger and became a wholly owned subsidiary of Eli Lilly and Company, as outlined in the referenced merger agreement.