Form 4: Ventyx Biosciences Senior VP Sells Shares Post-Merger

Ventyx Biosciences' Senior VP of Finance, Roy Gonzales, disposed of all his common stock and stock options following the company's merger with Eli Lilly and Company.

Summary

• Roy Gonzales, Senior VP of Finance at Ventyx Biosciences, Inc., reported changes in beneficial ownership on March 4, 2026.
• These changes occurred following the merger of Ventyx Biosciences with Eli Lilly and Company's wholly-owned subsidiary, RYLS Merger Corporation, as per an agreement dated January 7, 2026.
• Gonzales disposed of 5,313 shares of common stock, which were automatically converted into cash at $14.00 per share at the effective time of the merger.
• He also disposed of all his stock options, totaling 281,700 shares underlying options, across various exercise prices and expiration dates.
• Stock options with an exercise price less than or equal to the $14.00 Per Share Price were cancelled and converted into a cash payment equal to the difference between the Per Share Price and the option's exercise price, multiplied by the number of shares.
• Stock options that were fully vested and had an exercise price greater than the $14.00 Per Share Price were automatically cancelled for no consideration.
• Following these transactions, Gonzales beneficially owns 0 shares of common stock and 0 derivative securities.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for Ventyx Biosciences shareholders who received a cash payout, but it signifies the end of Ventyx as an independent public entity. The transaction itself is a procedural reporting of a completed merger.

Positives

• The merger with Eli Lilly and Company provided a clear exit strategy and liquidity for Ventyx Biosciences shareholders and in-the-money option holders.
• Common shareholders received a fixed cash amount of $14.00 per share for their holdings.
• In-the-money stock options were converted into cash payments, allowing holders to realize value from their equity incentives.

Negatives

• Out-of-the-money stock options (those with an exercise price greater than $14.00) were cancelled for no consideration, resulting in a loss for those option holders.
• Ventyx Biosciences ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Eli Lilly and Company.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that the acquisition of Ventyx Biosciences by Eli Lilly and Company reflects a broader trend of consolidation within the biopharmaceutical sector, where larger pharmaceutical companies acquire smaller, innovative biotech firms to bolster their pipelines and intellectual property portfolios. This specific transaction provides Eli Lilly with Ventyx's assets, integrating them into its existing R&D efforts.

Comparison to Industry Standards

• StockSavvy.ai observes that the $14.00 per share acquisition price for Ventyx Biosciences common stock, and the cash-out mechanism for in-the-money options, is a standard practice in all-cash mergers.
• For example, similar cash-out structures were seen in Pfizer's acquisition of Seagen for $43 billion ($229 per share) and AbbVie's acquisition of ImmunoGen for $10.1 billion ($31.26 per share), where shareholders received a fixed cash price and options were treated based on their strike price relative to the acquisition price.

Stakeholder Impact

• Shareholders: Received $14.00 per share in cash, providing liquidity and a defined return.
• Option Holders: Those with in-the-money options received cash, while those with out-of-the-money options received no consideration.
• Employees (of Ventyx): The company is now a wholly-owned subsidiary of Eli Lilly, which could lead to integration, restructuring, or changes in employment terms, though not explicitly stated in this filing.

Key Dates

Keywords

Ventyx Biosciences, Eli Lilly, Merger, Form 4, Insider Transaction, Stock Options, Acquisition, VTYX, RYLS Merger Corporation, Roy Gonzales