8-K filed March 4, 2026, 6:59 PM ET CIK 0001851194

M&A confidence high sentiment neutral materiality 0.90

Eli Lilly completes acquisition of Ventyx Biosciences for $1.2B; $14.00 per share cash

Ventyx Biosciences, Inc.

Merger closed March 4, 2026; Ventyx becomes wholly owned subsidiary of Eli Lilly.
Common stock converted to $14.00/share; preferred stock to $1,400/share; aggregate ~$1.2B.
All prior directors and officers resigned; replaced by Eli Lilly appointees.
Common stock delisted from Nasdaq; Form 25 filed; deregistration planned.
Equity awards (options, RSUs) cancelled; holders receive cash based on $14.00/share.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Machine-readable event card

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accession: 0001193125-26-090059
form_type: 8-K
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cik: 0001851194
company_name: Ventyx Biosciences, Inc.
filed_at: 2026-03-04T23:59:59+00:00
discovered_at: 2026-05-14T18:02:36.536163+00:00
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Source-grounded claims

39975b4d5b2231d80434db588d43242094454351

Ventyx Biosciences, Inc.: Amended and restated certificate of incorporation effective at the Effective Time of the Merger.

the certificate of incorporation and bylaws of the Company were amended and restated in accordance with the terms of the Merger Agreement

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

4ba3f095c3ec4f6bed6a91b4ff1c42d884779b24

Ventyx Biosciences, Inc.: Amended and restated bylaws effective at the Effective Time of the Merger.

the certificate of incorporation and bylaws of the Company were amended and restated in accordance with the terms of the Merger Agreement

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

9c1a56780a3b0a9e39655772f9c20cd8fc34b5be

Ventyx Biosciences, Inc. underwent a change of control involving Eli Lilly and Company for $14.00 per share (closed 2026-03-04).

(Exact name of Registrant as Specified in Its Charter) Delaware 001-40928 83-2996852 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) Eli Lilly and Company Global Headquarters Lilly Corporate Center Indianapolis , Indiana 46285 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 760 407-6511 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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the certificate of incorporation and bylaws of the Company were amended and restated in accordance with the terms of the Merger Agreement

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Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

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(Exact name of Registrant as Specified in Its Charter) Delaware 001-40928 83-2996852 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) Eli Lilly and Company Global Headquarters Lilly Corporate Center Indianapolis , Indiana 46285 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 760 407-6511 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

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the certificate of incorporation and bylaws of the Company were amended and restated in accordance with the terms of the Merger Agreement

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In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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(Exact name of Registrant as Specified in Its Charter) Delaware 001-40928 83-2996852 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) Eli Lilly and Company Global Headquarters Lilly Corporate Center Indianapolis , Indiana 46285 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 760 407-6511 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17

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Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

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(Exact name of Registrant as Specified in Its Charter) Delaware 001-40928 83-2996852 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) Eli Lilly and Company Global Headquarters Lilly Corporate Center Indianapolis , Indiana 46285 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 760 407-6511 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17

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excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-26-090059

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