Form 4: Ventyx CMO Sells Shares, Options Post-Eli Lilly Merger

Ventyx Biosciences Chief Medical Officer Mark S. Forman disposed of all common stock and stock options following the company's merger with Eli Lilly and Company, receiving cash consideration.

Summary

• Ventyx Biosciences, Inc. merged with RYLS Merger Corporation, a wholly-owned subsidiary of Eli Lilly and Company, effective March 4, 2026, with Ventyx surviving as a wholly-owned subsidiary of Eli Lilly.
• Mark S. Forman, Chief Medical Officer of Ventyx Biosciences, disposed of 6,000 shares of common stock.
• These common shares were automatically converted into the right to receive cash at $14.00 per share.
• Forman also disposed of stock options to purchase 85,000 shares with an exercise price of $2.14 and options to purchase 350,000 shares with an exercise price of $1.95.
• These stock options were cancelled and converted into the right to receive cash, calculated as the total number of shares subject to the option multiplied by the excess of the $14.00 per share merger price over the option's exercise price.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive event for the reporting person, who successfully monetized their equity and options holdings at a favorable merger price, and for Ventyx shareholders who received a cash payout, representing a successful exit.

Positives

• Reporting person received cash for 6,000 common shares at $14.00 per share as part of the merger agreement.
• Reporting person received cash for 85,000 stock options with an exercise price of $2.14, resulting in a cash payout of $11.86 per share ($14.00 $2.14).
• Reporting person received cash for 350,000 stock options with an exercise price of $1.95, resulting in a cash payout of $12.05 per share ($14.00 $1.95).

Future Outlook

Ventyx Biosciences, Inc. is now a wholly-owned subsidiary of Eli Lilly and Company, and as such, no independent future outlook is provided in this filing.

Industry Context

StockSavvy.ai notes that the acquisition of Ventyx Biosciences by Eli Lilly reflects a broader trend of major pharmaceutical companies acquiring smaller biotech firms to bolster their pipelines, particularly in areas of therapeutic innovation. This specific transaction indicates Eli Lilly's strategic interest in Ventyx's assets and provides a clear exit for Ventyx shareholders.

Comparison to Industry Standards

• The acquisition price of $14.00 per share for Ventyx Biosciences common stock can be compared to recent biotech acquisitions, such as Pfizer's acquisition of Seagen for $43 billion ($229 per share) or Merck's acquisition of Prometheus Biosciences for $10.8 billion ($200 per share).
• The premium paid for Ventyx would need to be assessed against its pre-merger trading price and pipeline value to determine its competitiveness within the industry, considering the specific therapeutic areas and development stages of Ventyx's assets.

Stakeholder Impact

• Shareholders: Received $14.00 per share in cash, concluding their investment in Ventyx Biosciences as it ceased to be a publicly traded entity.
• Employees (including Forman): Ventyx Biosciences became a wholly-owned subsidiary of Eli Lilly, which typically leads to integration and potential changes in employment terms and organizational structure.

Key Dates

Keywords

Ventyx Biosciences, VTYX, Eli Lilly, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, Common Stock, Chief Medical Officer