Ventyx Biosciences, Inc.: M&A transaction — 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

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

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

Change: charter amendment

Exact text from the filing

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

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

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

Change: bylaw amendment

Exact text from the filing

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

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

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

Action: change of control
Counterparty: Eli Lilly and Company
Consideration: $14.00 per share
Closing: 2026-03-04

Exact text from the filing

(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

View on SEC.gov

40 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR

accession 0001193125-26-090059

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.