Form 4: Verve Therapeutics Director Settles Stock Options Post-Merger with Eli Lilly

Verve Therapeutics director Jodie Pope Morrison received cash and contingent value rights from the cancellation of stock options following the company's merger with Eli Lilly and Company.

Summary

• Jodie Pope Morrison, a Director of Verve Therapeutics, Inc. (VERV), reported the cancellation of stock options due to the company's merger with Eli Lilly and Company.
• The merger, formalized by an Agreement and Plan of Merger dated June 16, 2025, became effective on July 25, 2025.
• Outstanding stock options with an exercise price less than the $10.50 per share cash consideration were automatically cancelled.
• Holders of these 'Cash-Out Stock Options' received a cash payment equal to the difference between the $10.50 cash consideration and the option's exercise price, multiplied by the number of shares underlying the option.
• Additionally, one non-tradeable contingent value right (CVR) was issued for each share subject to the cancelled stock option.
• Ms. Morrison's cancelled options included 267,541 shares with an exercise price of $5.02 and 42,200 shares with an exercise price of $5.73.
• The total cash received by Ms. Morrison from these cancellations amounted to $1,667,208.68, along with 309,741 contingent value rights.

Sentiment

Score: 7

Explanation: The filing details the expected financial settlement for a director's stock options as part of a pre-announced merger, indicating a successful transaction for option holders.

Positives

• The director received a significant cash payout of $1,667,208.68 from the cancellation of stock options.
• The director also received 309,741 non-tradeable contingent value rights, providing potential future value based on specific milestones.

Negatives

• The director's direct equity stake in Verve Therapeutics, Inc. through stock options was converted to cash and CVRs, ending their direct ownership of these specific options.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future operations or financial performance.

Industry Context

This transaction represents a standard outcome for outstanding equity awards during a corporate merger or acquisition, where the acquiring company settles existing options based on the agreed-upon merger terms. It reflects the finalization of the acquisition of Verve Therapeutics by Eli Lilly and Company.

Stakeholder Impact

• Shareholders who held stock options with an exercise price below the merger's cash consideration received a cash payout and contingent value rights, converting their equity interest into a defined financial settlement.

Key Dates

Keywords

Verve Therapeutics, Eli Lilly, Merger, Acquisition, Stock Option, Contingent Value Right, CVR, Insider Transaction, Director, VERV