John Nuss - 04 Mar 2026 Form 4 Insider Report for Ventyx Biosciences, Inc. (VTYX)

Role
CHIEF SCIENTIFIC OFFICER
Signature
/s/ Austin Rutherford, as Attorney-in-Fact
Issuer symbol
VTYX
Transactions as of
04 Mar 2026
Net transactions value
$0
Form type
4
Filing time
04 Mar 2026, 16:20:05 UTC
Previous filing
19 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Nuss John CHIEF SCIENTIFIC OFFICER C/O VENTYX BIOSCIENCES, INC., 12790 EL CAMINO REAL, SUITE 200, SAN DIEGO /s/ Austin Rutherford, as Attorney-in-Fact 04 Mar 2026 0001874108

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VTYX Common Stock Disposed to Issuer -489,481 -100% 0 04 Mar 2026 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VTYX Restricted Stock Units Disposed to Issuer -9,063 -100% 0 04 Mar 2026 Common Stock 9,063 Direct F1, F3
transaction VTYX Stock Option (right to buy) Disposed to Issuer -415,104 -100% 0 04 Mar 2026 Common Stock 415,104 $2.14 Direct F1, F4
transaction VTYX Stock Option (right to buy) Disposed to Issuer -125,000 -100% 0 04 Mar 2026 Common Stock 125,000 $2.49 Direct F1, F4
transaction VTYX Stock Option (right to buy) Disposed to Issuer -181,250 -100% 0 04 Mar 2026 Common Stock 181,250 $2.14 Direct F1, F4
transaction VTYX Stock Option (right to buy) Disposed to Issuer -192,778 -100% 0 04 Mar 2026 Common Stock 192,778 $8.04 Direct F1, F4
transaction VTYX Stock Option (right to buy) Disposed to Issuer -145,000 -100% 0 04 Mar 2026 Common Stock 145,000 $14.48 Direct F1, F5
transaction VTYX Stock Option (right to buy) Disposed to Issuer -139,722 -100% 0 04 Mar 2026 Common Stock 139,722 $14.48 Direct F1, F5
transaction VTYX Stock Option (right to buy) Disposed to Issuer -108,750 -100% 0 04 Mar 2026 Common Stock 108,750 $33.84 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Nuss is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.