Ventyx Biosciences, Inc. filings document the company’s transition from a Nasdaq-listed clinical-stage biopharmaceutical issuer to a wholly owned subsidiary of Eli Lilly and Company. The record includes Form 8-K disclosures for the completed merger, shareholder voting results, material agreements, compensation arrangements and reported financial results.
Later corporate-status filings include Form 25 disclosure for removal of Ventyx common stock from Nasdaq listing and Form 15 disclosure for termination of registration or suspension of Exchange Act reporting obligations. Earlier filings also cover capital-structure matters, governance, risk factors and clinical or regulatory disclosures tied to the company’s oral small-molecule drug-development programs.
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.
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.