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 issued supplemental disclosures to its proxy materials about the pending cash acquisition by Eli Lilly, under which each Ventyx share will be converted into the right to receive $14.00 in cash if the merger closes.
The company adds detail on its outreach to 16 large biopharma firms after positive Phase 2 data for VTX3232, and on discounted cash flow analyses by Jefferies and Moelis that implied standalone equity value ranges below the $14.00 merger price. It also outlines key forecasting assumptions, including a potential VTX3232 partnership with a $250 million upfront payment and specified royalty and milestone terms.
Ventyx reports that the Hart-Scott-Rodino antitrust waiting period was terminated early on February 11, 2026, though the merger still depends on other customary conditions and shareholder approval. The company discloses stockholder lawsuits in New York state court challenging alleged disclosures in the proxy statement and states it believes these actions are without merit while acknowledging additional suits may be filed.
Ventyx Biosciences reports that Glazer Capital and Paul J. Glazer collectively beneficially own 6.23% of common stock, representing 4,446,004 shares as reported. The ownership is held through Glazer-managed funds, with shared voting and dispositive power over the shares.
The filing names Glazer Capital Enhanced Master Fund, Ltd. as a Glazer Fund that has the right to receive proceeds from the sale of more than 5% of the outstanding common stock. The statement is dated 02/12/2026 with signatures on 02/19/2026.
Morgan Stanley has significantly reduced its stake in Ventyx Biosciences, Inc. The firm now reports beneficial ownership of 237,358 shares of Ventyx common stock, representing about 0.3% of the outstanding class. Morgan Stanley states it has ceased to be the beneficial owner of more than five percent of these securities and holds the position in the ordinary course of business, without any purpose of changing or influencing control of the company.
Morgan Stanley has filed a Schedule 13G reporting a beneficial ownership stake in Ventyx Biosciences, Inc. common stock. Morgan Stanley reports aggregate beneficial ownership of 4,289,915 shares, representing 6.0% of the outstanding common stock as of the event date.
The firm reports shared voting and dispositive power over 2,285,401 shares and no sole voting or dispositive power. Morgan Stanley states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Ventyx Biosciences.
Ventyx Biosciences is asking common stockholders to approve its cash acquisition by Eli Lilly. Under the merger agreement signed January 7, 2026, each Ventyx common share will be converted into $14.00 in cash, and each preferred share into $1,400.00 in cash, both without interest and less tax withholding.
The cash price represents an approximate 62% premium to Ventyx’s 30‑day volume‑weighted average price ended January 5, 2026. If approved and completed, Ventyx will merge with a Lilly subsidiary, cease to be publicly traded, and become a wholly owned subsidiary of Lilly, with its Nasdaq listing and SEC registration terminated.
A virtual special meeting of common stockholders will be held on March 3, 2026. Only holders of common stock as of January 21, 2026 may vote, and a majority of outstanding common shares must support the merger. The board unanimously recommends voting “FOR” the merger, the advisory vote on executive compensation related to the merger, and any adjournment to solicit additional proxies. Stockholders who do not vote in favor and follow strict Delaware procedures may instead seek a court‑determined “fair value” through appraisal rights.
Affinity Asset Advisors, LLC and Michael Cho report a 9% beneficial stake in Ventyx Bioscience, Inc. common stock. They report beneficial ownership of 6,465,041 shares, including listed call options exercisable for 800,000 shares, based on 71,750,148 shares outstanding as of December 31, 2025.
The position is held through Affinity Healthcare Fund, LP, for which Affinity Asset Advisors acts as investment manager and exercises voting and investment power. The filers certify the investment is held in the ordinary course of business and not for the purpose of influencing control of Ventyx Bioscience.
Ventyx Biosciences has agreed to be acquired by Eli Lilly through a merger in which Ventyx will become a wholly owned subsidiary of Lilly and its stock will be delisted from Nasdaq. If the merger closes, common stockholders will receive $14.00 in cash per share, and preferred stockholders will receive $1,400.00 in cash per share, in each case without interest and less applicable tax withholding. The $14.00 cash price represents a premium of approximately 62% to the 30‑day volume‑weighted average trading price of Ventyx common stock ended January 5, 2026.
A virtual special meeting of common stockholders will be held to vote on adopting the merger agreement, approving on a non‑binding basis the merger‑related executive compensation, and a possible adjournment to solicit more proxies. The merger requires approval by a majority of outstanding common shares, and the board unanimously recommends voting “FOR” all proposals. Stockholders who do not vote in favor may seek appraisal rights under Delaware law. Jefferies LLC and Moelis & Company LLC each delivered fairness opinions supporting the $14.00 per‑share consideration, and all outstanding Ventyx equity awards will be cashed out as described in the merger agreement.
Ventyx Biosciences approved special 2026 cash bonus awards for key executives in connection with its anticipated merger with Eli Lilly and Company. The awards replace the company’s regular 2026 equity grants and are earned monthly from January 2, 2026 until the merger closes, if each executive remains in continuous service and the closing occurs by April 7, 2027.
The Monthly Amount is approximately $145,833 for President and CEO Raju Mohan, $51,042 for Senior Vice President of Finance Roy Gonzales, $60,375 for Chief Operating Officer Matthew Moore, and $32,083 for Chief Medical Officer Mark Forman. If the merger closed on the April 7, 2027 deadline, the maximum awards would be about $2,041,667, $714,583, $845,250 and $449,167, respectively, paid in a lump sum after closing. If the merger does not close by the deadline, it is expected that stock options will be recommended instead, subject to continued service. The company also plans to file a proxy statement for stockholder approval of the merger.
Ventyx Biosciences, Inc. is entering into a cash merger with Eli Lilly and Company, and a major shareholder has updated its ownership and support terms. An Agreement and Plan of Merger provides that each share of Ventyx common stock will be converted into the right to receive $14.00 in cash per share at the merger’s effective time, while each share of preferred stock will receive $1,400.00 in cash, in each case without interest and less taxes. Equity awards will be cancelled and cashed out based on the $14.00 per share merger price, with stock options whose exercise price is at or above that amount receiving no payment.
Somasundaram Subramaniam reports beneficial ownership of 4,122,975 shares of common stock, representing 5.8% of the class, based on 71,358,638 shares outstanding as of November 3, 2025 plus 90,762 shares underlying vested stock options. He and affiliated entities have entered into a Voting and Support Agreement granting Eli Lilly an irrevocable proxy on their shares for matters related to the merger and agreeing to restrict transfers of those shares until the merger closes or the merger agreement terminates.
Ventyx Biosciences has agreed to be acquired by Eli Lilly. Under the merger agreement, each share of Ventyx common stock will be converted at the merger’s effective time into the right to receive $14.00 in cash per share, less any tax withholding, and each share of preferred stock will be converted into the right to receive $1,400.00 in cash per share.
Stock options will be cancelled and cashed out based on the $14.00 per share merger price to the extent their exercise price is below that amount; options with exercise prices at or above $14.00 will be cancelled for no payment. Unsettled restricted stock units will be cancelled and replaced with a cash payment based on the $14.00 per share price. Reporting person Raju Mohan beneficially owns 4,387,682 shares (including options), or 6.0% of the company, and has entered into a voting and support agreement to vote his shares in favor of the merger and refrain from transferring them, subject to agreed exceptions.