Eli Lilly to acquire Ventyx Biosciences for $14.00 per share (~$1.2B equity value)

Ventyx Biosciences, Inc.

All-cash deal at $14.00/share; aggregate equity value of ~$1.2 billion.
Premium of ~62% to 30-day volume-weighted average price as of Jan 5, 2026.
Closing expected first half of 2026; subject to stockholder approval and regulatory clearance.
Directors, officers, and New Science Ventures (10% of shares) signed voting agreements to support.
Ventyx pipeline includes oral NLRP3 inhibitors for cardiometabolic, neurodegenerative, and autoimmune diseases.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ventyx Biosciences, Inc. entered into Merger Agreement with Eli Lilly and Company and its wholly owned subsidiary, RYLS Merger Corporation (effective 2026-01-07).

Action: entry
Agreement: merger
Counterparty: Eli Lilly and Company and its wholly owned subsidiary, RYLS Merger Corporation
Effective: 2026-01-07

Exact text from the filing

On January 7, 2026, Ventyx Biosciences, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eli Lilly and Company, an Indiana corporation (“Parent”), and Parent’s wholly owned subsidiary, RYLS Merger Corporation, a Delaware corporation (“Merger Sub”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

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306 material agreements filed in the last 30 days. Browse all material agreements →

Source: SEC EDGAR

accession 0001193125-26-006520

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