Ventyx (VTYX) director’s options and shares cashed out at $14 in Eli Lilly merger

Rhea-AI Filing Summary

Ventyx Biosciences director Sheila Gujrathi reported automatic dispositions of equity awards and shares in connection with the company’s merger with Eli Lilly. At the merger’s effective time, common shares, including those held by the Jordan Yechiel Cohen and Sheila Kumari Gujrathi AB Living Trust, were converted into the right to receive $14.00 per share in cash, subject to the merger agreement terms.

Multiple stock options to buy Ventyx common stock were also cancelled. Options with exercise prices at or below $14.00 were converted into cash based on the spread between $14.00 and their exercise price, less applicable taxes. Fully vested options with exercise prices above $14.00 were cancelled for no consideration.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider GUJRATHI SHEILA

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)	80,000	$0.00	--
Disposition	Stock Option (Right to Buy)	662,369	$0.00	--
Disposition	Stock Option (Right to Buy)	277,941	$0.00	--
Disposition	Stock Option (Right to Buy)	21,825	$0.00	--
Disposition	Stock Option (Right to Buy)	15,937	$0.00	--
Disposition	Common Stock	130,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 0 shares (Indirect, See Footnote)

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. The shares are held by the Jordan Yechiel Cohen and Sheila Kumari Gujrathi AB Living Trust, for which the Reporting Person serves as a co-trustee. 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^*

GUJRATHI SHEILA

(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
Common Stock	03/04/2026		D(1)		130,000	D	(2)	0	I	See Footnote(3)

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	(4)	06/06/2034	Common Stock	33,000	(4)	0	D
Stock Option (Right to Buy)	$2.25	03/04/2026		D(1)			40,000	(4)	06/05/2035	Common Stock	40,000	(4)	0	D
Stock Option (Right to Buy)	$1.97	03/04/2026		D(1)			80,000	(4)	01/21/2034	Common Stock	80,000	(4)	0	D
Stock Option (Right to Buy)	$6.03	03/04/2026		D(1)			662,369	(4)	08/17/2031	Common Stock	662,369	(4)	0	D
Stock Option (Right to Buy)	$18.65	03/04/2026		D(1)			277,941	(5)	12/02/2031	Common Stock	277,941	(5)	0	D
Stock Option (Right to Buy)	$16.54	03/04/2026		D(1)			21,825	(5)	06/09/2032	Common Stock	21,825	(5)	0	D
Stock Option (Right to Buy)	$34.83	03/04/2026		D(1)			15,937	(5)	06/08/2033	Common Stock	15,937	(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. The shares are held by the Jordan Yechiel Cohen and Sheila Kumari Gujrathi AB Living Trust, for which the Reporting Person serves as a co-trustee.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Ventyx (VTYX) disclose for Sheila Gujrathi?

Ventyx disclosed that director Sheila Gujrathi reported several dispositions to the issuer of stock options and common shares. These were automatic transactions triggered at the merger effective time, rather than open-market trades, under the terms of the merger agreement.

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

Ventyx common shares were automatically converted into the right to receive $14.00 in cash per share, without interest. This conversion occurred at the merger’s effective time, in line with the Agreement and Plan of Merger between Ventyx and Eli Lilly.

What happened to Ventyx (VTYX) stock options held by Sheila Gujrathi?

At the merger’s effective time, certain Ventyx stock options were automatically cancelled. Options with exercise prices at or below $14.00 converted into cash based on the price spread, while fully vested options with exercise prices above $14.00 were cancelled for no consideration.

How were in-the-money Ventyx (VTYX) options treated in the merger?

In-the-money Ventyx options, with exercise prices less than or equal to $14.00 per share, were automatically cancelled and converted into cash. The cash amount equaled the number of option shares multiplied by the excess of $14.00 over the option exercise price, less applicable withholding taxes.

What happened to out-of-the-money Ventyx (VTYX) options in the merger?

Out-of-the-money Ventyx options, with exercise prices greater than $14.00 per share, were automatically cancelled at the merger’s effective time. Under the merger agreement, these fully vested options were cancelled for no consideration, providing no cash payment to the holder.

Who held the indirect Ventyx (VTYX) shares reported for Sheila Gujrathi?

The indirectly held Ventyx common shares were owned by the Jordan Yechiel Cohen and Sheila Kumari Gujrathi AB Living Trust. Sheila Gujrathi serves as a co-trustee of this trust, which held the shares that converted into the $14.00 per share cash right at the merger’s effective time.