SCHEDULE: GV Entities Report 0% Stake in Verve Therapeutics Following Eli Lilly Merger

Multiple GV entities, including those affiliated with Alphabet Inc., have reported zero beneficial ownership in Verve Therapeutics, Inc. after its acquisition by Eli Lilly and Company.

Summary

• GV 2017, L.P., GV 2017 GP, L.P., GV 2017 GP, L.L.C., GV 2019, L.P., GV 2019 GP, L.P., GV 2019 GP, L.L.C., GV 2023, L.P., GV 2023 GP, L.P., GV 2023 GP, L.L.C., Alphabet Holdings LLC, Verily Life Sciences LLC, XXVI Holdings Inc., and Alphabet Inc. (collectively, the "Reporting Persons") now beneficially own 0.0% of Verve Therapeutics, Inc.'s Common Stock.
• The change in ownership is a direct result of the merger of Verve Therapeutics, Inc. with Ridgeway Acquisition Corporation, an indirect wholly-owned subsidiary of Eli Lilly and Company, which became effective on July 25, 2025.
• In connection with the merger, a tender offer was completed where tendering stockholders received $10.50 per share in cash, plus one non-tradable contingent value right (CVR).
• The CVR represents a contractual right to receive a contingent payment of up to $3.00 per CVR upon the achievement of a specified milestone related to Verve's business.
• Following the merger, Verve Therapeutics, Inc. continues as the surviving entity and is now a wholly-owned subsidiary of Eli Lilly and Company.
• All shares of Verve Therapeutics' Common Stock held by the Reporting Persons were accepted by the Purchaser and converted into the right to receive the Offer Price.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed corporate transaction (a merger) and the resulting change in beneficial ownership, thus it carries a neutral sentiment from the perspective of the reporting entities.

Future Outlook

Following the consummation of the merger, all shares of Verve Therapeutics, Inc.'s Common Stock will be delisted from trading on the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934.

Industry Context

This filing reflects the completion of a significant acquisition in the biotechnology sector, where a major pharmaceutical company, Eli Lilly, has absorbed a smaller entity, Verve Therapeutics. Such mergers are common as larger firms seek to expand their pipelines and capabilities, particularly in specialized areas like gene editing or novel therapeutic approaches that Verve Therapeutics may have been pursuing.

Stakeholder Impact

• Shareholders of Verve Therapeutics, Inc. received cash and contingent value rights (CVRs) for their shares, converting their equity into a fixed cash payment and potential future payment based on a milestone.
• Verve Therapeutics, Inc. transitioned from a publicly traded company to a wholly-owned subsidiary of Eli Lilly and Company, impacting its operational and strategic autonomy.

Next Steps

• Delisting of Verve Therapeutics, Inc. Common Stock from the Nasdaq Global Select Market.
• Deregistration of Verve Therapeutics, Inc. Common Stock under the Securities Exchange Act of 1934.

Key Dates

Keywords

Verve Therapeutics, Eli Lilly, Merger, Acquisition, GV, Alphabet Inc., Beneficial Ownership, Schedule 13G, Tender Offer, Contingent Value Right, Biotechnology, Pharmaceuticals