Every Form 4 that Ventyx Biosciences, Inc. (VTYX) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A Form 4 covers the transactions officers, directors and large holders report, so if you follow VTYX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VTYX filings page.
Ventyx Biosciences has been acquired by Eli Lilly and Company, with Ventyx becoming a wholly owned subsidiary through a merger. Under the merger agreement, each share of Ventyx common stock was converted into the right to receive $14.00 in cash per share, without interest, at the merger’s effective time.
Senior VP of Finance Roy Gonzales reported dispositions to the issuer of multiple stock option awards covering an aggregate of 281,700 options and 5,313 common shares. In-the-money options were automatically cancelled and converted into a cash payment equal to the spread over the $14.00 per-share price, while underwater options were cancelled for no consideration, in each case pursuant to the merger agreement.
Ventyx Biosciences, Inc. became a wholly owned subsidiary of Eli Lilly and Company through a merger in which Eli Lilly’s RYLS Merger Corporation combined with Ventyx. At the effective time of the merger, each Ventyx share was converted into the right to receive $14.00 in cash per share, subject to the merger agreement terms.
A fund group referred to as the NSV Funds disposed of an aggregate 3,337,495 shares of common stock, held by NSV Investments I, L.P., NSV Partners III, L.P., New Science Ventures, LLC, and NSV Partners II, LLC, in exchange for this cash consideration. Director Subramaniam Somu may be deemed to have voting and dispositive power over these entities but disclaims beneficial ownership except for his pecuniary interest.
Several stock options held by the reporting person were also affected. In-the-money options were automatically cancelled and converted into a cash payment equal to the number of option shares multiplied by the excess of the $14.00 per share price over the option exercise price, less withholding taxes. Fully vested options with exercise prices above $14.00 per share were cancelled for no consideration.
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.
Moore Matthew Richard reported disposition transactions in this Form 4 filing.
Ventyx Biosciences Chief Operating Officer Matthew Richard Moore reported the cancellation of two stock option awards in connection with the company’s merger with Eli Lilly and Company. A Lilly subsidiary merged into Ventyx, leaving Ventyx as a wholly owned subsidiary of Lilly.
At the merger’s effective time, options covering 145,000 and 320,000 shares of Ventyx common stock were automatically canceled. Because each option had an exercise price per share less than or equal to $14.00, they were converted into a right to receive cash equal to the number of shares underlying each option multiplied by the excess, if any, of $14.00 over the option’s exercise price, less applicable taxes.
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.
Ventyx Biosciences director Allison Hulme reported the disposition of stock options in connection with the company’s merger with Eli Lilly. At the merger’s effective time, vested options with exercise prices at or below $14.00 per share were automatically cancelled and converted into cash equal to the per-share merger price minus the option exercise price. Fully vested options with exercise prices above $14.00 per share were automatically cancelled for no consideration under the merger agreement.
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.
Ventyx Biosciences chief scientific officer John Nuss reported the disposition of his equity awards in connection with the company’s cash merger with Eli Lilly. A Lilly subsidiary merged into Ventyx, which now operates as a wholly owned subsidiary of Eli Lilly.
At the merger’s effective time, his common shares and unvested restricted stock units were automatically converted into the right to receive $14.00 in cash per share, subject to the merger agreement’s terms. Stock options with exercise prices at or below $14.00 per share were cancelled and converted into cash based on the spread to the $14.00 per-share price, while fully vested options with exercise prices above $14.00 were cancelled for no consideration. The Form 4 lists, among other positions, 9,063 restricted stock units, several option awards, and 489,481 common shares disposed back to the issuer.
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.
Ventyx Biosciences Chief Medical Officer Mark S. Forman reported automatic dispositions of his equity in connection with Ventyx’s merger with Eli Lilly and Company. Two stock option awards covering 85,000 and 350,000 shares were cancelled and converted into cash at the merger’s effective time under the merger agreement terms.
In addition, 6,000 shares of common stock were automatically converted into the right to receive $14.00 in cash per share, without interest, consistent with the merger consideration paid to other shareholders.
Ventyx Biosciences director Subramaniam Somu reported an “other” Form 4 transaction involving 694,718 shares of common stock on February 27, 2026. Footnotes state that 474,632 shares held by NSV Partners III, L.P. and 220,086 shares held by New Science Ventures, LLC were distributed on a pro rata basis for no consideration. After this activity, entities associated with Somu beneficially owned 3,337,495 shares through several NSV investment vehicles, and he disclaims beneficial ownership beyond his pecuniary interest.
Ventyx Biosciences, Inc. (VTYX) filed a Form 4 reporting an open market-equivalent share purchase by its Chief Medical Officer. The reporting person acquired 3,000 shares of Ventyx common stock on November 17, 2025 through the company’s 2021 Employee Stock Purchase Plan. The shares were bought at a price of $1.03 per share, calculated as 85% of the closing price on May 15, 2025, in line with the ESPP terms.
Following this transaction, the reporting person beneficially owns 6,000 shares of Ventyx common stock, held directly. The filing notes that the transaction is exempt under Rule 16b-3(c) and that it was reported on a voluntary basis in connection with the ESPP purchase period running from May 15, 2025 through November 14, 2025.
Ventyx Biosciences, Inc. (VTYX) reported an insider stock purchase by its Senior VP of Finance, who filed individually. On November 17, 2025, the officer acquired 1,767 shares of common stock at a purchase price of $1.03 per share through the company’s 2021 Employee Stock Purchase Plan (ESPP). After this transaction, the officer beneficially owns 5,313 shares of Ventyx common stock in direct ownership.
The filing notes that the purchase relates to the ESPP purchase period running from May 15, 2025 through November 14, 2025 and that the transaction is exempt under Rule 16b-3(c). The shares were bought at 85% of the closing price on May 15, 2025, consistent with the terms of the 2021 ESPP.