Form 4: Ventyx Biosciences Acquired by Eli Lilly

Director Somu Subramaniam reports disposition of Ventyx Biosciences shares and options following its acquisition by Eli Lilly for $14.00 per share.

Summary

• Ventyx Biosciences, Inc. has been acquired by Eli Lilly and Company through its wholly-owned subsidiary, RYLS Merger Corporation, effective March 4, 2026.
• The merger resulted in Ventyx Biosciences becoming a wholly-owned subsidiary of Eli Lilly.
• Reporting person Somu Subramaniam, a Director of Ventyx Biosciences, disposed of 3,337,495 shares of common stock.
• These common shares were automatically converted into the right to receive cash at a price of $14.00 per share.
• Stock options with an exercise price less than or equal to $14.00 per share were cancelled and converted into a cash amount equal to the total number of shares subject to the option multiplied by the excess of the $14.00 per share price over the option's exercise price.
• Stock options with an exercise price greater than $14.00 per share were fully vested but automatically cancelled for no consideration.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive event for Ventyx shareholders who received a cash payout, though some option holders faced cancellation without consideration. The acquisition by a major pharmaceutical company like Eli Lilly generally signals a successful exit for the acquired entity.

Positives

• Shareholders of Ventyx Biosciences received a cash payout of $14.00 per share for their common stock.
• Holders of in-the-money stock options (exercise price less than or equal to $14.00) received a cash payout for their options.

Negatives

• Holders of out-of-the-money stock options (exercise price greater than $14.00) had their options cancelled for no consideration.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that this acquisition by Eli Lilly of Ventyx Biosciences reflects a continued trend of larger pharmaceutical companies acquiring smaller biotech firms to bolster their pipelines, particularly in areas of therapeutic innovation. This strategic move allows Eli Lilly to integrate Ventyx's assets and expertise, potentially accelerating its drug development efforts and expanding its market presence.

Stakeholder Impact

• Shareholders: Received $14.00 per share in cash, representing a liquidity event.
• Employees (with in-the-money options): Received cash payouts for their vested options.
• Employees (with out-of-the-money options): Had their options cancelled for no consideration.
• Ventyx Biosciences as an entity: Now a wholly-owned subsidiary of Eli Lilly, implying integration into a larger corporate structure.

Key Dates

Keywords

Ventyx Biosciences, Eli Lilly, Merger, Acquisition, Form 4, Beneficial Ownership, Stock Options, Common Stock, VTYX, Subramaniam Somu