Form 4: GV Entities Divest Verve Therapeutics Shares Following Eli Lilly Acquisition

GV entities, including Alphabet Inc., reported the disposition of all their common stock in Verve Therapeutics, Inc. following the completion of Eli Lilly and Company's tender offer and subsequent merger.

Summary

• GV 2017 GP, L.L.C. and related entities, including GV 2017 L.P., GV 2019 L.P., and GV 2023, L.P., disposed of a total of 12,168,489 shares of Verve Therapeutics, Inc. common stock.
• The disposition occurred on July 25, 2025, as a result of the merger of Verve Therapeutics, Inc. with Ridgeway Acquisition Corporation, an indirect wholly-owned subsidiary of Eli Lilly and Company.
• The merger followed a tender offer where tendering stockholders received $10.50 per share in cash, plus one non-tradable contingent value right (CVR) with a potential value of up to $3.00 per CVR.
• The CVR represents a contractual right to receive a contingent payment upon the achievement of a certain specified milestone related to Verve's business.
• Following the transaction, the reporting persons beneficially own 0 shares of Verve Therapeutics, Inc. common stock, as Verve became an indirect wholly-owned subsidiary of Eli Lilly and Company.

Sentiment

Score: 8

Explanation: The filing reports the successful and expected completion of a significant corporate transaction (merger and tender offer), providing a clear outcome for the company and its shareholders, including a potential upside via CVRs.

Positives

• The reporting persons successfully completed the disposition of their equity stake in Verve Therapeutics, Inc. as part of a definitive acquisition.
• Former Verve Therapeutics shareholders received a fixed cash payment of $10.50 per share, providing immediate liquidity.
• Shareholders also received a contingent value right (CVR) offering potential additional upside of up to $3.00 per CVR upon milestone achievement.

Negatives

• Verve Therapeutics, Inc. is no longer an independent publicly traded company, as it is now an indirect wholly-owned subsidiary of Eli Lilly and Company.
• The full value of the contingent value right (CVR) is not guaranteed and is dependent on the achievement of a specified milestone.

Risks

• The contingent value right (CVR) payment of up to $3.00 per CVR is not guaranteed and is subject to the achievement of a specific milestone relating to Verve's business, meaning the full potential value may not be realized.

Future Outlook

Verve Therapeutics, Inc. is now an indirect wholly-owned subsidiary of Eli Lilly and Company, indicating its future operations and strategic direction will be integrated under Eli Lilly's corporate structure. The potential for the contingent value right (CVR) payment remains, contingent on the achievement of a specified milestone.

Industry Context

This acquisition highlights a continuing trend of consolidation within the biotechnology and pharmaceutical sectors, where larger pharmaceutical companies like Eli Lilly acquire innovative smaller firms, such as Verve Therapeutics, to expand their pipelines and capabilities, particularly in emerging areas like gene editing or specific therapeutic targets.

Stakeholder Impact

• Shareholders received cash consideration and contingent value rights for their shares, concluding their investment in the independent entity.
• Employees of Verve Therapeutics will now be part of Eli Lilly and Company, potentially leading to integration into a larger corporate structure.

Next Steps

• Monitoring the achievement of the specified milestone for the contingent value right (CVR) payment.

Key Dates

Keywords

Verve Therapeutics, Eli Lilly, Acquisition, Merger, Tender Offer, Contingent Value Right, CVR, Biotechnology, Gene Editing, Pharmaceuticals, Alphabet Inc., GV, Beneficial Ownership