SCHEDULE: Ventyx Biosciences CEO Boosts Stake to 6.0%
Insider Ownership Disclosure
Ventyx Biosciences CEO Raju Mohan has increased his beneficial ownership in the company to 6.0% through a combination of direct purchases, option exercises, and RSU vesting.
Summary
- Raju Mohan, President, Chief Executive Officer, and a member of the Board of Directors of Ventyx Biosciences, Inc., beneficially owns an aggregate of 4,382,360 shares of the company's common stock.
- This ownership represents 6.0% of the Issuer's outstanding shares of common stock, calculated based on 71,358,638 shares outstanding as of November 3, 2025, plus exercisable options and vesting restricted stock units.
- The beneficial ownership includes 2,303,540 shares held directly, 1,962,152 shares issuable from options exercisable within 60 days of November 26, 2025, and 116,668 shares from restricted stock units expected to vest within 60 days of November 26, 2025.
- Mohan acquired shares through various means, including initial common stock purchases in 2018 and 2019, conversion of preferred stock from the Oppilan and Zomagen acquisitions in 2021, and open-market purchases in November 2024.
- Specific open-market purchases include 238,248 shares on November 22, 2024, and 261,752 shares on November 25, 2024.
- Additional shares were acquired through the exercise of vested options (216,563 shares) and the vesting of restricted stock units (373,692 shares).
- Mohan holds sole voting and dispositive power over these securities.
Sentiment
Score: 7
Explanation: The filing indicates a significant insider stake and recent open-market purchases by the CEO, which generally signals management confidence in the company's future. While not a performance report, this insider activity is a positive indicator for investors.
Positives
- The CEO's significant beneficial ownership of 6.0% aligns his interests with those of shareholders.
- Recent open-market purchases by the CEO in November 2024 (totaling 500,000 shares) demonstrate confidence in the company's future prospects.
Risks
- The Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances, which could impact share price.
Future Outlook
The Reporting Person, in his capacity as President, CEO, and Board member, may influence corporate activities. He reserves the right to formulate future plans or proposals related to the Issuer and may purchase additional securities or dispose of current holdings based on his evaluation of the Issuer's business, market conditions, and personal circumstances.
Management Comments
- The Reporting Person serves as President, Chief Executive Officer, and a member of the Board of Directors of the Issuer, and in such capacity, may have influence over the corporate activities of the Issuer.
- The Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances, subject to the Issuer's Insider Trading Policy.
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Plans | The Issuer's 2019 Equity Incentive Plan and 2021 Equity Incentive Plan are referenced as the frameworks for stock option and restricted stock unit grants to the Reporting Person. | NA | These plans are standard mechanisms for executive compensation and equity alignment, providing incentives for long-term performance. |
| Power of Attorney | A Power of Attorney, executed on April 8, 2024, appoints several individuals (Martin D. Auster, Austin Rutherford, Roy Gonzales, Martin J. Waters, Robert L. Wernli, Jr., and Brandon Shaw) as attorneys-in-fact to prepare, execute, and submit SEC filings on behalf of Raju Mohan. | 2024-04-08 | This streamlines the process for compliance with SEC reporting requirements for the CEO's personal holdings and transactions. |
Related Party Transactions
- Common stock purchase agreements between the Issuer and the Reporting Person in 2018 and 2019.
- Acquisition of equity interests in Oppilan Pharma Ltd. and Zomagen Biosceinces Ltd. by the Issuer, resulting in the Reporting Person receiving preferred stock that converted into common stock.
- Grants of stock options and restricted stock units to the Reporting Person under the Issuer's 2019 and 2021 Equity Incentive Plans.
Stakeholder Impact
- Shareholders may view the CEO's increased stake and open-market purchases as a positive signal of management's confidence in the company's future performance and valuation.
- Employees, particularly those with equity compensation, may see this as a reaffirmation of the company's long-term potential.
Next Steps
- The Reporting Person may purchase additional securities of the Issuer either in the open market or in privately-negotiated transactions or through exercises of stock options.
- The Reporting Person may also decide to hold or dispose of all or part of his investments in securities of the Issuer and/or enter into derivative transactions.
Key Dates
| Date | Description |
|---|---|
| 2018-11-21 | Common stock purchase agreement between Issuer and Reporting Person for 82 shares. |
| 2019-02-06 | Common stock purchase agreement for 1,451,514 shares and transfer agreement for 82 shares. |
| 2020-05-01 | Option granted to purchase 96,778 shares at $0.20 per share. |
| 2021-02-26 | Closing of Oppilan and Zomagen Acquisitions; option granted to purchase 7,972 shares at $3.54 per share. |
| 2021-09-18 | Option granted to purchase 455,071 shares at $8.04 per share. |
| 2021-10-11 | 1-for-9.5644 reverse stock split of the Issuer's capital stock. |
| 2021-12-17 | Option granted to purchase 466,672 shares at $14.48 per share; restricted stock units covering 466,673 shares granted. |
| 2022-02-03 | Monthly anniversary vesting start date for option granted on February 4, 2022. |
| 2022-02-04 | Option granted to purchase 370,000 shares at $12.21 per share. |
| 2023-01-17 | Option granted to purchase 284,250 shares at $33.84 per share; restricted stock units covering 47,375 shares granted. |
| 2023-03-28 | Annual vesting anniversary start date for restricted stock units granted on January 17, 2023. |
| 2023-12-18 | Option granted to purchase 473,750 shares at $2.14 per share. |
| 2024-01-02 | Option granted to purchase 155,000 shares at $2.49 per share. |
| 2024-04-08 | Execution date of the Power of Attorney. |
| 2024-11-22 | Reporting Person purchased 238,248 shares of common stock through an open-market transaction. |
| 2024-11-25 | Reporting Person purchased 261,752 shares of common stock through an open-market transaction. |
| 2025-01-02 | Option granted to purchase 700,000 shares at $2.14 per share. |
| 2025-11-03 | Date as of which 71,358,638 shares of common stock were outstanding, used for beneficial ownership calculation. |
| 2025-11-26 | Date of event which requires filing of this statement; 60-day window for exercisable options and vesting RSUs begins. |
Recommendation
holdThis Schedule 13D filing primarily discloses an insider's ownership stake and recent transactions, rather than company financial performance. The CEO's significant beneficial ownership (6.0%) and recent open-market purchases are generally interpreted as a strong vote of confidence in the company's future. While not a direct 'buy' signal without further fundamental analysis, this insider activity suggests a 'hold' recommendation, as it indicates alignment of management's interests with shareholders and a positive internal outlook.
Keywords
Ventyx Biosciences, Raju Mohan, Schedule 13D, Insider Ownership, Common Stock, Equity, CEO, Beneficial Ownership, Stock Options, Restricted Stock Units
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.