Form 4: Ventyx COO's Options Cashed Out in Eli Lilly Merger

Ventyx Biosciences Chief Operating Officer Matthew Richard Moore's stock options were cancelled and converted to cash following the company's merger with Eli Lilly and Company.

Summary

• Matthew Richard Moore, Chief Operating Officer of Ventyx Biosciences, Inc. (VTYX), reported the conversion of his stock options into cash.
• The conversion occurred as a result of the Agreement and Plan of Merger, dated January 7, 2026, where Ventyx Biosciences, Inc. merged with RYLS Merger Corporation, a wholly-owned subsidiary of Eli Lilly and Company.
• Ventyx Biosciences, Inc. survived the merger and became a wholly-owned subsidiary of Eli Lilly and Company.
• At the effective time of the merger, two stock options held by Mr. Moore were automatically cancelled and converted into a right to receive a cash payment.
• The cash payment for each option was calculated as the total number of shares subject to the option multiplied by the difference between the Per Share Price ($14.00) and the option's exercise price.
• The first option, for 145,000 shares with an exercise price of $2.14, resulted in a cash payment of $1,719,700.
• The second option, for 320,000 shares with an exercise price of $4.98, resulted in a cash payment of $2,886,400.
• The total cash received by Mr. Moore for these options amounted to $4,606,100.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a positive event for the reporting person, Matthew Richard Moore, who successfully monetized his stock options for a significant cash sum as part of a corporate acquisition. For Ventyx shareholders, it represents a successful exit at a defined valuation.

Positives

• Matthew Richard Moore received a substantial cash payout of $4,606,100 for his stock options, indicating a successful monetization of his equity holdings.
• The merger provided a clear exit strategy and liquidity for Ventyx Biosciences shareholders and option holders at a specified Per Share Price of $14.00.

Negatives

• Ventyx Biosciences, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Eli Lilly and Company.
• Stock options were cancelled, removing any potential for future upside participation in Ventyx as an independent company.

Future Outlook

This Form 4 filing reports a completed transaction and does not provide forward-looking statements or guidance regarding the future operations or financial performance of Ventyx Biosciences as a subsidiary of Eli Lilly and Company.

Industry Context

StockSavvy.ai notes that the acquisition of Ventyx Biosciences by Eli Lilly and Company reflects a continuing trend of consolidation within the biotechnology and pharmaceutical sectors, where larger established players acquire smaller, innovative companies to bolster their pipelines and expand market reach. Such mergers often provide significant liquidity events for the acquired company's shareholders and key personnel.

Related Party Transactions

• The filing details the conversion of stock options held by a company officer as a direct consequence of the merger between Ventyx Biosciences, Inc. and Eli Lilly and Company, which involved RYLS Merger Corporation as a wholly-owned subsidiary of Eli Lilly.

Stakeholder Impact

• Shareholders of Ventyx Biosciences, Inc. received cash for their shares as part of the merger, providing liquidity and a defined return on investment.
• Employees holding stock options, such as Matthew Richard Moore, received cash payouts, monetizing their equity compensation.

Key Dates

Keywords

Ventyx Biosciences, Eli Lilly, Merger, Stock Options, Insider Transaction, Corporate Acquisition, Form 4, VTYX