---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-165462"
form_type: "8-K"
ticker: null
cik: "0001840574"
company_name: "Verve Therapeutics, Inc."
filed_at: "2025-07-25T23:59:59+00:00"
generated_at: "2026-05-18T01:17:09.878115+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Eli Lilly completes acquisition of Verve Therapeutics for $10.50/share plus CVR

## Summary
- Tender offer expired July 23, 2025, with 55.7% of shares validly tendered; all conditions satisfied.
- Merger completed July 25, 2025; Verve became an indirect wholly-owned subsidiary of Eli Lilly.
- Stockholders received $10.50 per share in cash plus one CVR with potential $3.00 milestone payment.
- Verve common stock delisted from Nasdaq; registration to be terminated.
- Board of directors replaced with Eli Lilly designees; prior directors resigned.

## SEC filing metadata
- accession: 0001193125-25-165462
- form_type: 8-K
- cik: 0001840574
- company_name: Verve Therapeutics, Inc.
- filed_at: 2025-07-25T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/0001193125-25-165462-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/d71385d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-165462
- JSON: https://secwatch.observer/filing/0001193125-25-165462.json
- Plain text: https://secwatch.observer/filing/0001193125-25-165462.txt

## Key facts
- Governance Changes
  Verve Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety.
  - Change: charter amendment
  source text: Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/0001193125-25-165462-index.htm
- Governance Changes
  Verve Therapeutics, Inc.: Amended and restated bylaws in their entirety.
  - Change: bylaw amendment
  source text: Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/0001193125-25-165462-index.htm
- M&A Transactions
  Verve Therapeutics, Inc. underwent a change of control involving Eli Lilly and Company for $10.50 per share in cash plus one contingent value right (CVR) per share with potential additional payment of up to $3.00 per CVR (closed 2025-07-25).
  - Action: change of control
  - Counterparty: Eli Lilly and Company
  - Consideration: $10.50 per share in cash plus one contingent value right (CVR) per share with potential additional payment of up to $3.00 per CVR
  - Closing: 2025-07-25
  source text: to purchase all of the issued and outstanding shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) in exchange for (i) $10.50 per Share, net to the stockholder in cash, without interest (the “Cash Consideration”) and less any applicable tax withholding, plus (ii) one non-tradable contingent value right
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840574/000119312525165462/0001193125-25-165462-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.