Ventyx Biosciences, Inc.

VTYX

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001508910-26-000004
Filing date: Mar 4, 2026
Earliest execution date: Mar 4, 2026
Reporting Owners: Subramaniam Somu (Director)

Summary

Type

Neutral

Net shares

-3,337,495

% of shares

-100.00%

Amount (USD)

$0

Insider confidence score

47.5 out of 100

Positive

  • Tax withholding obligation
  • Minimal sell amount (<$10K)

Negative

  • Large tax withholding sell (≥1% of shares)

Stock transactions

Transaction 1

Security

Common Stock

Action

Sell

Date

2026-03-04

Code

D

Net shares

-3,337,495.0

Acquired/Disposed

Disposed

Shares Owned Before

3,337,495.0

Shares Owned After

0.0

Derivative Transactions

Transaction 1

Security

Stock Option (Right to Buy)

Action

Sell

Date

2026-03-04

Code

D

Net shares

-33,000.0

Acquired/Disposed

Disposed

Shares Owned Before

33,000.0

Shares Owned After

0.0

Transaction 2

Security

Stock Option (Right to Buy)

Action

Sell

Date

2026-03-04

Code

D

Net shares

-40,000.0

Acquired/Disposed

Disposed

Shares Owned Before

40,000.0

Shares Owned After

0.0

Transaction 3

Security

Stock Option (Right to Buy)

Action

Sell

Date

2026-03-04

Code

D

Net shares

-20,000.0

Acquired/Disposed

Disposed

Shares Owned Before

20,000.0

Shares Owned After

0.0

Transaction 4

Security

Stock Option (Right to Buy)

Action

Sell

Date

2026-03-04

Code

D

Net shares

-15,937.0

Acquired/Disposed

Disposed

Shares Owned Before

15,937.0

Shares Owned After

0.0

Transaction 5

Security

Stock Option (Right to Buy)

Action

Sell

Date

2026-03-04

Code

D

Net shares

-21,825.0

Acquired/Disposed

Disposed

Shares Owned Before

21,825.0

Shares Owned After

0.0

Filing's footnotes

1. Pursuant to the Agreement and Plan of Merger, dated January 7, 2026 (as it may be amended from time to time, the &quot;Merger Agreement&quot;), by and among Ventyx Biosciences, Inc. (&quot;Issuer&quot;) , Eli Lilly and Company (&quot;Parent&quot;), and Parent's wholly owned subsidiary, RYLS Merger Corporation ( &quot;Merger Sub&quot;), the Merger Sub merged with and into the Issuer (the &quot;Merger&quot;), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of the Parent.

2. At the effective time of the Merger (the &quot;Effective Time&quot;), these shares were automatically converted solely into the right to receive cash in an amount equal to $14.00 (without interest) per share (the &quot;Per Share Price&quot;), subject to the terms and conditions of the Merger Agreement.

3. NSV Partners III, L.P. is the general partner of NSV Investments I, L.P. The reporting person is the majority member and managing member of NSV Partners III GP, LLC, which is the general partner of NSV Partners III, L.P., and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners III, L.P. is general partner. The reporting person is the majority member and managing member of NSV Partners II, LLC. The reporting person is the majority member and managing member of New Science Ventures, LLC. The reporting person disclaims beneficial ownership over the shares owned by each of the NSV Funds (as defined below), except to the extent of his pecuniary interest therein.

4. The shares disposed by the reporting person consists of: (i) 1,807,664 shares owned by NSV Investments I, L.P., (ii) 906,974 shares owned by NSV Partners III, L.P., (iii) 214,337 shares owned by New Science Ventures, LLC, and (iv) 408,520 shares owned by NSV Partners II, LLC (collectively, the &quot;NSV Funds&quot;).

5. At the Effective Time, this option to purchase shares of the Issuer's common stock had an exercise price per share that was less than or equal the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.

6. At the Effective Time, this option to purchase shares of the Issuer's common stock was fully vested and had an exercise price per share that was greater than the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled for no consideration.

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.