Sekar Kathiresan - 25 Jul 2025 Form 4 Insider Report for Verve Therapeutics, Inc. (VERV)

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: VERV
Reported as of: 25 Jul 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 28 Jul 2025, 17:15:24 UTC
Prior SEC filing: 06 Jun 2025
Next SEC filing: 24 Sep 2025
Source filing: View source filing
Reporting owner signature: /s/ Andrew Ashe, as Attorney-in-Fact for Sekar Kathiresan

Key filing fact

Sekar Kathiresan filed Form 4 for Verve Therapeutics, Inc. (VERV) on 28 Jul 2025.

Key facts

This page summarizes Sekar Kathiresan's Form 4 filing for Verve Therapeutics, Inc. (VERV).
13 reported transactions and 10 derivative rows are listed below.
Accepted by SEC: 28 Jul 2025, 17:15.

Change

Previous filing in this sequence was filed on 06 Jun 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001864112 Primary reporting owner

Kathiresan Sekar

Relationship: Chief Executive Officer, Director
Address: C/O VERVE THERAPEUTICS, INC., 201 BROOKLINE AVENUE, SUITE 601, BOSTON
Signature: /s/ Andrew Ashe, as Attorney-in-Fact for Sekar Kathiresan
Signature date: 28 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VERV transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -348,431
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Footnotes: F1, F2, F3

VERV transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -110,997
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Sekar Kathiresan 2021 Irrevocable Trust
Footnotes: F1, F2

VERV transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -240,997
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Kathiresan Family 2021 Irrevocable Trust
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VERV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -488,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 488,000
Exercise price: $6.01
Footnotes: F4

VERV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -150,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 150,000
Exercise price: $6.01
Footnotes: F4

VERV transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -120,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 120,000
Exercise price: $0.000000
Footnotes: F5

VERV transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -99,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 99,000
Exercise price: $0.000000
Footnotes: F5

VERV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -138,995
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 138,995
Exercise price: $1.39
Footnotes: F4

VERV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -167,425
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 167,425
Exercise price: $1.39
Footnotes: F4

VERV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -500,203
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 500,203
Exercise price: $2.87
Footnotes: F4

VERV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -75,105
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Sekar Kathiresan 2023 Annuity Trust
Underlying class: Common Stock
Underlying amount: 75,105
Exercise price: $2.87
Footnotes: F4

VERV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -431,988
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 431,988
Exercise price: $8.24
Footnotes: F4

VERV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -526,000
Change %: -100%
Price
Shares after: 0
Date: 25 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 526,000
Exercise price: $12.75
Footnotes: F6, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Sekar Kathiresan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

In connection with the terms of an Agreement and Plan of Merger, dated as of June 16, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $10.50 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive a contingent payment of up to $3.00 per CVR, net to the stockholder in cash, without interest

Footnote F2

(continued from footnote 1) and less any applicable tax withholding, upon the achievement of a certain specified milestone relating to the Issuer's business (the "Milestone Payment"), in accordance with the terms and subject to the conditions of a contingent value rights agreement entered by and among Parent, the Purchaser, and Computershare Inc. and its affiliate, Computershare Trust Company, N.A., as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of July 25, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").

Footnote F3

Includes 1,745 shares of the Company's common stock acquired in 2025 under the Verve Therapeutics, Inc. Amended and Restated 2021 Employee Stock Purchase Plan.

Footnote F4

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding stock option of Issuer having an exercise price less than the Cash Consideration (each such option, a "Cash-Out Stock Option") that is outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any Cash-Out Stock Option, and each holder of such Cash-Out Stock Option received (without interest) (i) an amount in cash (less any applicable tax withholdings) equal to the product of (a) the excess, if any, of the Cash Consideration over the applicable exercise price per share underlying such Cash-Out Stock Option multiplied by (b) the total number of shares of the Issuer's Common Stock subject to such Cash-Out Stock Option and (ii) one CVR for each share subject to such Cash-Out Stock Option (without regard to vesting).

Footnote F5

Pursuant to the terms of the Merger Agreement, at the Effective Time, each unvested Restricted Stock Unit ("RSU") that is outstanding immediately prior to the Effective Time was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any RSU, and each such holder of such RSU received (without interest) (x) an amount in cash (less any applicable tax withholdings) equal to the product of the Cash Consideration multiplied by the total number of Shares subject to such RSU and (y) one CVR for each RSU.

Footnote F6

Pursuant to the terms of the Merger Agreement, at the Effective Time, each Stock Option having an exercise price equal to or greater than the Cash Consideration and less than the sum of the Cash Consideration and the Milestone Payment (each such option, a "Closing Date Contingent Option") that is outstanding immediately prior to the Effective Time, whether or not vested, was automatically cancelled, by virtue of the Merger and without any action on the part of any holder of any Closing Date Contingent Option, and each holder of such Closing Date Contingent Option is entitled to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to the product of (i) the total number of shares of the Issuer's Common Stock subject to such Closing Date Contingent Option immediately prior to the Effective Time multiplied by (ii) the cash payment a holder of one CVR would receive, and when such payments are made to the holders of CVRs (without regard to vesting);

Footnote F7

(continued from footnote 6) provided that each such Closing Date Contingent Option shall only receive the excess of the sum of (x) the Cash Consideration plus (y) the Milestone Payment over the applicable exercise price of such Closing Date Contingent Option.