Analysis of Ventyx Biosciences' Major Shareholder Form 13D/A Amendment and Eli Lilly's Acquisition

According to SEC public filings, Ventyx Biosciences filed a Form 13D/A amendment [0] on

. The amendment was submitted by an affiliated entity of , with key details as follows:

Reporting Entity	Number of Shares Held	Ownership Percentage	Type of Voting Rights
NSV Investments I, L.P.	3,143,114 Shares	4.4%	Shared Voting/Disposal Rights
NSV Partners III, L.P.	4,524,720 Shares	6.4%	Shared Voting/Disposal Rights
NSV Partners III GP, LLC	4,524,720 Shares	6.4%	Shared Voting/Disposal Rights
Somasundaram Subramaniam	5,425,425 Shares	7.6%	57,762 Shares Held Separately; 5,367,663 Shares Held Jointly

: Reports the “NSV I Distribution” completed on March 10, 2025 — NSV Investments I, L.P. distributed 1,735,306 shares of Ventyx common stock to its limited partners [0].

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:

• As one of the company’s largest institutional shareholders (with an aggregate ownership of approximately 10.8%), NSV’s affiliated entity signing a voting support agreement indicates its endorsement of the company’s strategic direction [0]
• The transparency of the major shareholder’s share distribution aligns with good governance practices

:

• This Form 13D/A filing is a routine private fund distribution operation and does not involve any active claim on the company’s control or governance structure
• The amendment clearly states that “no plans or proposals related to corporate governance, strategic direction, board composition, mergers and acquisitions, or other material changes have been identified” [0]

On

, announced the acquisition of Ventyx for $1.2 billion, which will have a fundamental impact on corporate governance [0][1]:

Acquisition Elements	Details
Acquisition Price	$14.00 per share in cash
Transaction Premium	Approximately 62% premium to the 30-day VWAP
Expected Completion Date	First half of 2026
Conditions to Fulfill	Customary conditions including shareholder approval and regulatory clearance

:

• Board Restructuring
  : Upon completion of the acquisition, Ventyx will operate as a wholly-owned subsidiary of Lilly, and the existing board of directors is expected to undergo significant adjustments
• Management Arrangements
  : Dr. Raju Mohan, CEO, has expressed support for the transaction, and it is expected that the core management team may join Lilly or receive retention arrangements
• Dissolution of Strategic Committee
  : The original independent committee (responsible for evaluating strategic options) will cease to exist upon transaction completion

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This acquisition delivers significant strategic value to both parties [1]:

:

• Acquisition of Ventyx’s
  NLRP3 inhibitor pipeline
  , including:
  • VTX2735: A peripherally restricted NLRP3 inhibitor currently in Phase 2 clinical trials for recurrent pericarditis
  • VTX3232: A central nervous system-penetrant NLRP3 inhibitor that has completed Phase 2 studies for obesity and cardiovascular risk factors, as well as a Phase 2a study for Parkinson’s disease
• Strengthen capabilities in the fields of
  cardiometabolic, neurodegenerative, and autoimmune diseases
• Complement Lilly’s existing inflammatory disease product portfolio

:

• Accelerate pipeline development leveraging Lilly’s
  resources and commercialization capabilities
• Gain access to a more robust R&D platform
• Reduce operational risks associated with being a small biotech company

According to Ventyx’s latest public disclosures [0], the progress of its core pipeline is as follows:

Pipeline Product	Indication	Development Stage	Latest Progress
VTX3232	Obesity/Cardiovascular Risk Factors	Phase 2	Completed, met primary endpoint, hsCRP reduced by approximately 80%
VTX3232	Parkinson’s Disease	Phase 2a	Completed, established safety and tolerability
VTX2735	Recurrent Pericarditis	Phase 2	Topline data to be announced in Q4 2025
Tamuzimod (VTX002)	Ulcerative Colitis	Phase 2	Data published in The Lancet
VTX958	Crohn’s Disease	Phase 2	Demonstrated disease-modifying potential

:

• Lilly is expected to integrate the NLRP3 inhibitor pipeline and leverage its scale to accelerate pivotal Phase 3 clinical trials
• Collaborative development opportunities
  for IBD (inflammatory bowel disease) assets may be re-evaluated
• VTX3232’s potential as an oral anti-inflammatory therapy for cardiovascular diseases is expected to receive greater resource investment

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Timeline Milestone	Event
January 7, 2026	Announcement of merger agreement signing
TBD	Filing of proxy statement for shareholder meeting proposal
TBD	Convening of special shareholder meeting for voting
First Half of 2026 (Expected)	Completion of closing

The current market has fully priced in acquisition expectations [0]:

• Current Stock Price
  : $13.81 (close to the $14 acquisition price)
• 5-Day Price Change
  : +53.10%
• Acquisition Premium
  : 62% (vs. 30-day VWAP)
• Analyst Consensus
  : Hold (Price Target: $14.00)

• Transaction Failure Risk
  : Subject to conditions including shareholder approval and regulatory clearance
• Price Adjustment Risk
  : Changes in market conditions may lead to renegotiation of terms
• Operational Disruption Risk
  : The acquisition transition period may impact R&D progress

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The Form 13D/A amendment itself is a routine internal share distribution within NSV’s private fund and does not constitute direct interference in corporate governance. However, combined with the major event of Lilly’s acquisition offer, NSV’s act as a major shareholder signing a voting support agreement is of great significance for promoting the smooth approval of the acquisition transaction.

:

1. Short-Term
   : NSV’s share distribution reflects institutional investors’ recognition of Ventyx’s long-term value
2. Mid-Term
   : Upon completion of the acquisition, Ventyx will lose its independent corporate governance structure and become part of Lilly
3. Long-Term
   : Pipeline assets are expected to achieve faster development leveraging Lilly’s resources, which is positive for patients and the biopharmaceutical innovation ecosystem

: Given that the acquisition price is close to the current stock price and the premium is high, shareholders are advised to actively review the proxy statement content and vote rationally at the shareholder meeting. For investors seeking exposure to Ventyx’s independent growth potential, note that they will no longer be able to hold an independent position once the acquisition is completed.

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[0] SEC EDGAR - Ventyx Biosciences Form 13D/A Filing (March 12, 2025): https://www.sec.gov/Archives/edgar/data/0001851194/000092963825001092/xslSCHEDULE_13D_X01/primary_doc.xml

[1] SEC EDGAR - Ventyx Biosciences Form 8-K (January 7, 2026): https://www.sec.gov/Archives/edgar/data/1851194/000119312526006520/d98679d8k.htm

[0] SEC EDGAR - Ventyx Biosciences Form 8-K (November 6, 2025): https://www.sec.gov/Archives/edgar/data/1851194/000119312525269459/vtyx-20251106.htm

[1] Yahoo Finance - “Eli Lilly Stock Broke Out Following Plan To Acquire Ventyx Biosciences” (January 9, 2026): https://finance.yahoo.com/m/812cf9dc-6819-3f5a-bc69-e8cad81ce265/eli-lilly-stock-broke-out.html

[0] Jinling API - Ventyx Biosciences Company Profile Data (January 10, 2026)