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

Role: CEO AND PRESIDENT, Director
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, 16:17:25 UTC
Previous filing: 19 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Mohan Raju	CEO AND PRESIDENT, Director	C/O VENTYX BIOSCIENCES, INC., 12790 EL CAMINO REAL, SUITE 200, SAN DIEGO	/s/ Austin Rutherford, as Attorney-in-Fact	04 Mar 2026	0001878125

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VTYX	Common Stock	Disposed to Issuer		-2,372,863	-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		-23,688	-100%		0	04 Mar 2026	Common Stock	23,688		Direct	F1, F3
transaction	VTYX	Stock Option (Right to Buy)	Disposed to Issuer		-700,000	-100%		0	04 Mar 2026	Common Stock	700,000	$2.14	Direct	F1, F4
transaction	VTYX	Stock Option (Right to Buy)	Disposed to Issuer		-155,000	-100%		0	04 Mar 2026	Common Stock	155,000	$2.49	Direct	F1, F4
transaction	VTYX	Stock Option (Right to Buy)	Disposed to Issuer		-473,750	-100%		0	04 Mar 2026	Common Stock	473,750	$2.14	Direct	F1, F4
transaction	VTYX	Stock Option (Right to Buy)	Disposed to Issuer		-370,000	-100%		0	04 Mar 2026	Common Stock	370,000	$12.21	Direct	F1, F4
transaction	VTYX	Stock Option (Right to Buy)	Disposed to Issuer		-335,286	-100%		0	04 Mar 2026	Common Stock	335,286	$8.04	Direct	F1, F4
transaction	VTYX	Stock Option (Right to Buy)	Disposed to Issuer		-7,972	-100%		0	04 Mar 2026	Common Stock	7,972	$3.54	Direct	F1, F4
transaction	VTYX	Stock Option (Right to Buy)	Disposed to Issuer		-284,250	-100%		0	04 Mar 2026	Common Stock	284,250	$33.84	Direct	F1, F5
transaction	VTYX	Stock Option (Right to Buy)	Disposed to Issuer		-466,672	-100%		0	04 Mar 2026	Common Stock	466,672	$14.48	Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Raju Mohan 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.