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.
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 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.
Ventyx Biosciences, Inc. agreed to be acquired by Eli Lilly and Company in an all-cash merger, under which each share of common stock will be converted into the right to receive $14.00 per share in cash, and each share of preferred stock will be converted into the right to receive $1,400.00 per share in cash, in each case less applicable tax withholding. The transaction will be completed through a merger of a Lilly subsidiary into Ventyx, with Ventyx surviving as a wholly owned subsidiary of Lilly, subject to customary closing conditions.
The deal requires approval by Ventyx stockholders at a special meeting and receipt of required regulatory clearances, and it is subject to an outside date of October 7, 2026, after which either party can generally terminate if closing has not occurred. A voting and support agreement covers holders controlling about 10% of the common stock as of January 5, 2026, committing them to vote in favor of the merger, and a termination fee of $44,000,000 may be payable by Ventyx to Lilly if the agreement is ended under specified circumstances, including accepting a superior proposal.
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.
Ventyx Biosciences (VTYX) reported Q3 2025 results. The company recorded a net loss of $22.8 million for the quarter and $77.3 million year-to-date. Operating expenses declined to $24.9 million from $38.6 million a year ago, driven by lower research and development spend ($17.7 million vs. $30.6 million) while general and administrative expenses were $7.2 million (vs. $7.9 million). Interest income contributed $2.1 million in the quarter.
Liquidity remained solid with $31.97 million in cash and cash equivalents and $160.67 million in marketable securities as of September 30, 2025. Total assets were $211.5 million and stockholders’ equity was $191.4 million. Shares outstanding were 71,336,958 as of September 30, 2025; 71,358,638 were outstanding as of November 3, 2025. The pipeline update highlights ongoing Phase 2 work for NLRP3 inhibitors (VTX2735 in recurrent pericarditis; VTX3232 in Parkinson’s disease and cardiometabolic risk) and partnering plans for tamuzimod in ulcerative colitis.
Ventyx Biosciences (VTYX) reported that it issued a press release announcing financial results for the third quarter ended September 30, 2025. The release is included as Exhibit 99.1 to this Form 8-K and is being furnished, not filed, under the Exchange Act. As furnished information, it is not subject to Section 18 liabilities and will only be incorporated by reference into other filings if expressly stated.
Ventyx Biosciences (VTYX) announced top-line data from its Phase 2 trial of VTX3232, a CNS-penetrant NLRP3 inhibitor, in participants with obesity and cardiovascular risk factors. The company will host a conference call at 4:30pm ET on October 22, 2025 to review the results.
The press release and a topline results presentation are provided as Exhibits 99.1 and 99.2. The information was furnished under Regulation FD and is not deemed filed under Section 18 of the Exchange Act.
Point72 (Point72 Asset Management, Point72 Capital Advisors and Steven A. Cohen) reports beneficial ownership of 5,895,069 shares of Ventyx Biosciences common stock, representing 8.3% of the class as of the close of business on June 30, 2025. The filing clarifies that Point72 Asset Management has shared voting and dispositive power over these Shares held by Point72 Associates, that Point72 Capital Advisors is the general partner, and that Mr. Cohen controls both entities. The statement notes the shares were not acquired to change control of the issuer and that Cubist Systematic Strategies, LLC acts as a sub-advisor for a portion of the reported position.