Ventyx Biosciences, Inc. 8-K

What Happened
Ventyx Biosciences (VTYX) reported on January 21, 2026 that its Board and Compensation Committee approved 2026 cash bonus awards for certain employees—including CEO Raju Mohan—granted in lieu of the company's regular 2026 equity grants because of the timing of the anticipated merger with Eli Lilly. The awards pay a fixed monthly cash amount for each full month of continuous service from January 2, 2026 through the closing of the merger, provided the merger closes on or before a Closing Deadline of April 7, 2027.

Key Details

• Approval date: January 21, 2026; eligibility period begins January 2, 2026.
• Executives named: Raju Mohan (President & CEO), Roy Gonzales (SVP Finance), Matthew Moore (COO), Mark Forman (CMO).
• Monthly amounts: Mohan ~$145,833; Gonzales ~$51,042; Moore ~$60,375; Forman ~$32,083.
• Maximum aggregate (if merger closes on April 7, 2027): Mohan $2,041,667; Gonzales $714,583; Moore $845,250; Forman $449,167.
• Conditions: employees must sign the bonus agreement (which includes acknowledgements and a release) and remain in continuous service through the closing. Payments are a single lump sum after the merger effective time (no later than the second regular payroll).
• If the merger does not close by April 7, 2027, the agreements call for recommending stock options be granted instead, subject to continued service.

Why It Matters
The company replaced planned 2026 equity grants with cash awards tied to the proposed Eli Lilly merger, aligning compensation with a potential near-term transaction and conditioning payout on both the deal closing and continued employment. Investors should note these are cash obligations that could require significant lump‑sum payments at closing (or conversion to equity awards if the deal misses the deadline), and the company will soon file a proxy statement and solicit shareholder votes on the merger.