Forman Mark S 4

4 · Ventyx Biosciences, Inc. · Filed Mar 4, 2026

Form 4Exit

Period: 2026-03-04

Chief Medical Officer

Transactions

Disposition to Issuer
Common Stock
[F1][F2]
2026-03-04−6,000→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3]
2026-03-04−85,000→ 0 total
Exercise: $2.14Exp: 2035-01-02→ Common Stock (85,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3]
2026-03-04−350,000→ 0 total
Exercise: $1.95Exp: 2034-08-12→ Common Stock (350,000 underlying)

Footnotes (3)

[F1]Pursuant to the Agreement and Plan of Merger, dated January 7, 2026 (as it may be amended from time to time, the "Merger Agreement"), by and among Ventyx Biosciences, Inc. ("Issuer") , Eli Lilly and Company ("Parent"), and Parent's wholly owned subsidiary, RYLS Merger Corporation ( "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of the Parent.
[F2]At the effective time of the Merger (the "Effective Time"), these shares were automatically converted solely into the right to receive cash in an amount equal to $14.00 (without interest) per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.
[F3]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.

Signature

/s/ Austin Rutherford, as Attorney-in-Fact|2026-03-04

Documents

1 file