Welcome to our dedicated page for Ventyx Biosciences SEC filings (Ticker: VTYX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Ventyx Biosciences, Inc. (VTYX) SEC filings page on Stock Titan provides access to the company’s U.S. Securities and Exchange Commission disclosures, alongside AI-generated summaries. Ventyx is a clinical-stage biopharmaceutical company listed on The Nasdaq Global Select Market under the symbol VTYX, as noted in its Form 8-K filings, and is therefore required to file periodic and current reports under the Securities Exchange Act of 1934.
Through this page, readers can review Ventyx’s Forms 10-K and 10-Q, which describe its business focus on oral small-molecule therapies for autoimmune, inflammatory, cardiovascular and neurodegenerative diseases, and provide details on its NLRP3 inhibitor programs (VTX2735 and VTX3232) and inflammatory bowel disease portfolio (tamuzimod/VTX002 and VTX958). Current reports on Form 8-K referenced in the input include announcements of quarterly financial results and top-line Phase 2 clinical data, such as the October 22, 2025 filing describing VTX3232 Phase 2 results in obesity and cardiovascular risk factors and the November 6, 2025 filing furnishing third-quarter financial results.
AI-powered tools on Stock Titan can help explain the key points in lengthy filings, such as risk factor sections, clinical development updates, and discussions of cash runway and operating plans. Users can also monitor 8-K filings related to material events, including the joint press release with Eli Lilly and Company announcing a definitive agreement for Lilly to acquire Ventyx in an all-cash transaction, subject to stockholder and regulatory approvals.
In addition, this page can surface Forms 3, 4 and 5 that report transactions in VTYX securities by directors and officers, as referenced generally in Ventyx’s proxy and ownership discussions. Real-time updates from EDGAR combined with AI summaries allow investors to quickly understand how new filings may relate to Ventyx’s clinical-stage pipeline, financial condition and the progress of its proposed acquisition by Eli Lilly and Company.
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, Inc. is filing post-effective amendments to deregister securities previously registered for resale under two Form S-3 registration statements.
The amendments remove registration for up to 11,174,000 shares of common stock (Registration No. 333-278584) and for up to 7,060,100 shares of common stock issuable upon conversion of 70,601 shares of Series A Preferred Stock (Registration No. 333-283076). These removals follow the Merger in which Ventyx became a wholly owned subsidiary of Eli Lilly and Company pursuant to the Merger Agreement dated January 7, 2026, with the Merger effective March 4, 2026.
Ventyx Biosciences, Inc. is deregistering unsold securities previously covered by two Form S-3 registration statements that had registered resale offerings of common stock.
The Company removes from registration up to 11,174,000 shares of Common Stock (Registration No. 333-278584) and up to 7,060,100 shares of Common Stock issuable upon conversion of 70,601 shares of Series A Preferred Stock (Registration No. 333-283076). These Post-Effective Amendments terminate each Registration Statement and remove any unsold securities as of the filing date, following the Merger in which Ventyx became a wholly owned subsidiary of Eli Lilly and Company.
Ventyx Biosciences, Inc. notified the Nasdaq Stock Market LLC of the removal of its Common Stock from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934.
The Nasdaq filing cites compliance with 17 CFR 240.12d2-2 procedures and shows an expiration date of March 31, 2018.
Ventyx Biosciences, Inc. has completed its merger with Eli Lilly and Company, becoming a wholly owned subsidiary of Eli Lilly. Each share of Ventyx common stock outstanding immediately before closing was converted into the right to receive $14.00 in cash per share, less applicable tax withholding. Each share of preferred stock was converted into the right to receive $1,400.00 in cash per share, also less tax withholding. The company estimates that stockholders and other equity holders will receive aggregate consideration of approximately $1.2 billion, before fees and expenses.
All Ventyx stock options were cancelled at closing, with in-the-money options converted into cash based on the $14.00 price and any options at or above that price cancelled for no payment. Outstanding restricted stock units were similarly cancelled and cashed out at $14.00 per underlying share. Ventyx’s equity incentive and employee stock purchase plans were terminated.
Trading in Ventyx’s common stock on the Nasdaq Global Select Market was suspended as of the closing date, and the company has requested delisting and deregistration of its shares. A change in control has occurred, with Ventyx’s prior directors and officers resigning and being replaced by Eli Lilly–designated directors and officers, and the company’s charter and bylaws have been amended and restated in line with the merger agreement.
Ventyx Biosciences reported the results of a special shareholder meeting held to vote on its previously announced merger with Eli Lilly and Company. Shareholders were asked to adopt the Agreement and Plan of Merger under which Ventyx will become a wholly owned subsidiary of Eli Lilly through a merger with RYLS Merger Corporation.
As of the January 21, 2026 record date, there were 71,760,778 common shares outstanding, each entitled to one vote, and 45,810,746 shares were represented at the meeting. The proposal to adopt the Merger Agreement received 44,176,785 votes for, 1,572,592 against, and 61,369 abstentions, and was approved. A separate advisory proposal on merger-related executive compensation was also approved, with 43,789,693 votes for, 1,838,898 against, and 182,155 abstentions, while a potential adjournment proposal was rendered moot.
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.