Ventyx Biosciences (VTYX) to be acquired by Eli Lilly in all-cash deal

Rhea-AI Filing Summary

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.

Insights

M&A and corporate governance analyst

All-cash Eli Lilly deal for Ventyx with locked-in support from a 6% holder.

The disclosure describes a definitive agreement for Eli Lilly to acquire Ventyx Biosciences in an all-cash transaction. Common shareholders are to receive $14.00 per share, while preferred shareholders receive $1,400.00 per share, both in cash at the merger effective time, subject to tax withholding. This structure provides a clear cash value per share rather than stock consideration.

Equity incentives are treated in cash: stock options are cancelled and cashed out only to the extent their exercise price is below the $14.00 merger price, with any underwater options terminated without payment, and RSUs are cancelled in exchange for cash using the same per-share value. This concentrates value into cash at closing and eliminates ongoing equity overhang.

The filing also highlights governance mechanics: Raju Mohan, who beneficially owns 4,387,682 shares (including options exercisable within 60 days) representing 6.0% of the class, has entered a voting and support agreement. He has granted Eli Lilly an irrevocable proxy limited to matters related to the merger and agreed to vote his shares in favor of the transaction and against competing actions, while also agreeing not to transfer his subject shares except under specified exceptions, until the earlier of the merger effective time or termination of the merger agreement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

VENTYX BIOSCIENCES, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92332V107

(CUSIP Number)

Raju Mohan
c/o Ventyx Biosciences, Inc., 12790 EL CAMINO REAL, SUITE 200
SAN DIEGO, CA, 92130
760-407-6511

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92332V107

1

Name of reporting person

Raju Mohan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,387,682.00
8	Shared Voting Power
9	Sole Dispositive Power 4,387,682.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

4,387,682.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Items 7, 9 and 11 consist of (i) 2,372,863 shares of common stock held directly by the Reporting Person and (ii) 2,014,819 shares of common stock issuable pursuant to options held directly by the Reporting Person exercisable within 60 days of January 7, 2026. Item 13 is calculated based on the quotient obtained by dividing (a) the aggregate number of shares of common stock beneficially owned by the Reporting Person by (b) the sum of (i) 71,358,638 shares of common stock outstanding as of November 3, 2025, based on information provided by the Issuer and (ii) 2,014,819 shares of common stock issuable pursuant to options held directly by the Reporting Person exercisable within 60 days of January 7, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: VENTYX BIOSCIENCES, INC.
(c)	Address of Issuer's Principal Executive Offices: 12790 EL CAMINO REAL, SUITE 200, SAN DIEGO, CALIFORNIA , 92130.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on November 26, 2025 (the " Schedule 13D"). This Amendment No. 1 supplements Items 4, 6 and 7.
Item 4.	Purpose of Transaction
	On January 7, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation ("Parent"), and Parent's wholly owned subsidiary, RYLS Merger Corporation, a Delaware corporation ("Merger Sub"), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive $14.00 per share, payable to the holder in cash, without interest (the "Common Merger Consideration Amount") and less any applicable tax withholding. Each share of the Issuer's preferred stock, par value $0.0001 per share (the "Preferred Stock") issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive $1,400.00 per share, payable to the holder in cash, without interest. The Merger Agreement provides that at the Effective Time, subject to exceptions set forth in the Merger Agreement: (1) each option to purchase Common Stock granted under an Issuer equity incentive plan, program or arrangement under which equity awards are outstanding (excluding, for the avoidance of doubt, any purchase rights under the Issuer's 2021 Employee Stock Purchase Plan) ("Issuer Stock Option") that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled and in exchange therefor, the holder of such Issuer Stock Option will be entitled to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the total number of shares of Common Stock subject to such Issuer Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Common Merger Consideration Amount over the applicable exercise price per share of Common Stock under such Issuer Stock Option, provided that, in the event that the exercise price of any Issuer Stock Option, whether vested or vested, is equal to or greater than the Common Share Merger Consideration, such Issuer Stock Option shall be cancelled without any consideration being payable in respect thereof and shall have no further force or effect; and (2) each restricted stock unit granted under an Issuer equity incentive plan, program or arrangement ("Issuer RSU") that is outstanding, and unvested, or vested but not yet settled, in each case, as of immediately prior to the Effective Time, shall be cancelled and the holder of such cancelled Issuer RSU will be entitled to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the total number of shares of Common Stock subject to such Issuer RSU immediately prior to the Effective Time multiplied by (y) the Common Merger Consideration Amount. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of the Merger Agreement, which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on January 7, 2026. Concurrently with the execution of the Merger Agreement, the Reporting Person and certain other parties entered into separate voting and support agreements (each, a "Voting and Support Agreement") with Parent. Pursuant to the Voting and Support Agreement, such persons agreed, among other things, to (i) grant to Parent an irrevocable proxy to vote, solely with respect to matters relating to the Merger as stipulated in the Voting and Support Agreement, all of its Subject Shares (as defined in the Merger Agreement) of the Issuer, including to vote or cause to be voted all of its Subject Shares in favor of the Merger and the transactions contemplated by the Merger Agreement and against any action, proposal, agreement or transaction that would reasonably be expected, or the effect of which would reasonably be expected, to change in any manner the voting rights of any class of shares of the Issuer or materially impair, prevent or materially delay the timely consummation of the Contemplated Transactions (as defined in the Merger Agreement), including the Merger (and if such irrevocable proxy is not irrevocable for any reason, to vote as indicated above), and (ii) to refrain from transferring any Subject Shares, subject to certain exceptions or as agreed to by Parent. The Voting and Support Agreement terminates in certain circumstances, including, upon the effective time of the Merger, the termination of the Merger Agreement in accordance with its terms or by mutual written consent of Parent and the stockholder party thereto. The foregoing description of the Voting and Support Agreement is qualified in all respects by reference to the form of Voting and Support Agreement, which is filed as Exhibit 2 to this Amendment and incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of Schedule 13D is hereby supplemented and amended, as the case may be, as follows: The disclosures in Item 4 are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of Schedule 13 D is hereby supplemented to add the following exhibit: Exhibit 2: Form of Voting and Support Agreement (filed as Exhibit 10.1 to the Issuer's Report on Form 8-K as filed with the Commission on January 7, 2026 and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Raju Mohan

Signature:	/s/ Austin Rutherford
Name/Title:	Austin Rutherford, as Attorney-in-Fact
Date:	01/09/2026

FAQ

What acquisition involving Ventyx Biosciences (VTYX) is described here?

The document describes an Agreement and Plan of Merger under which a wholly owned subsidiary of Eli Lilly and Company will merge with Ventyx Biosciences, leaving Ventyx as a wholly owned subsidiary of Eli Lilly after the merger becomes effective.

How much will Ventyx Biosciences common shareholders receive per share in the Eli Lilly deal?

At the merger’s effective time, each share of Ventyx common stock issued and outstanding immediately prior to that time will be converted into the right to receive $14.00 in cash per share, without interest and less any applicable tax withholding.

What consideration will Ventyx Biosciences preferred shareholders receive in the merger?

Each share of Ventyx preferred stock issued and outstanding immediately prior to the effective time will be converted into the right to receive $1,400.00 in cash per share, without interest and less any applicable tax withholding.

How are Ventyx Biosciences stock options treated in the Eli Lilly acquisition?

Each outstanding Ventyx stock option (other than purchase rights under the 2021 Employee Stock Purchase Plan) will be cancelled at the effective time. The holder will receive a cash payment equal to the number of shares subject to the option multiplied by the excess of the $14.00 merger consideration over the option’s exercise price, if any. Options with an exercise price equal to or greater than $14.00 will be cancelled for no consideration.

What happens to Ventyx Biosciences restricted stock units (RSUs) in the merger?

Each outstanding Ventyx RSU, whether unvested or vested but not yet settled as of immediately prior to the effective time, will be cancelled. The holder will become entitled to a cash payment equal to the number of shares underlying the RSU multiplied by the $14.00 per-share merger consideration, less any tax withholding.

What is Raju Mohan’s beneficial ownership in Ventyx Biosciences, and how is it composed?

Raju Mohan beneficially owns an aggregate of 4,387,682 shares of Ventyx common stock, representing 6.0% of the class. This includes 2,372,863 shares held directly and 2,014,819 shares issuable upon exercise of stock options that are exercisable within 60 days of January 7, 2026.

What obligations does Raju Mohan have under the voting and support agreement related to the merger?

Under his voting and support agreement with Eli Lilly, Raju Mohan agreed to grant Eli Lilly an irrevocable proxy, limited to merger-related matters, to vote all of his subject shares in favor of the merger and related transactions and against actions that would change voting rights or materially impair, prevent, or materially delay the contemplated transactions. He also agreed to refrain from transferring his subject shares, subject to certain exceptions or Eli Lilly’s consent, until the agreement terminates as specified.