Nuss John 4
4 · Ventyx Biosciences, Inc. · Filed Mar 4, 2026
Insider Transaction Report
Form 4Exit
Nuss John
CHIEF SCIENTIFIC OFFICER
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-03-04−489,481→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3][F1]2026-03-04−9,063→ 0 total→ Common Stock (9,063 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-03-04−415,104→ 0 totalExercise: $2.14Exp: 2035-01-02→ Common Stock (415,104 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-03-04−125,000→ 0 totalExercise: $2.49Exp: 2034-01-02→ Common Stock (125,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-03-04−181,250→ 0 totalExercise: $2.14Exp: 2033-12-18→ Common Stock (181,250 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F4]2026-03-04−192,778→ 0 totalExercise: $8.04Exp: 2031-09-18→ Common Stock (192,778 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-03-04−145,000→ 0 totalExercise: $14.48Exp: 2032-02-04→ Common Stock (145,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-03-04−139,722→ 0 totalExercise: $14.48Exp: 2031-12-17→ Common Stock (139,722 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-03-04−108,750→ 0 totalExercise: $33.84Exp: 2033-01-17→ Common Stock (108,750 underlying)
Footnotes (5)
- [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, each outstanding restricted stock unit ("RSU") that was unvested was cancelled and converted solely into the right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested RSU award immediately prior to the Effective Time, multiplied by (ii) the Per Share Price, less applicable withholding taxes.
- [F4]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.
- [F5]At the Effective Time, this option to purchase shares of the Issuer's common stock was fully vested and had an exercise price per share that was greater than the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled for no consideration.
Signature
/s/ Austin Rutherford, as Attorney-in-Fact|2026-03-04