Lilly shares fell following the pharmaceutical company’s second-quarter earnings report and results from its experimental weight-loss pill. Photo by Paul Sableman, Wikimedia Commons.

News Release

INDIANAPOLIS — Eli Lilly and Company and Ventyx Biosciences, Inc., a San Diego-based clinical-stage biopharmaceutical company focused on developing oral therapies for patients with inflammatory-mediated diseases, today announced entry into a definitive agreement for Lilly to acquire Ventyx.

Ventyx is developing a pipeline of small molecule therapeutics, including NLRP3 inhibitors, designed to treat inflammation across a broad range of disease states with high unmet need. These include opportunities across cardiometabolic disorders, neurodegenerative diseases and inflammatory disorders. The company’s clinical-stage programs target key immune pathways with the goal of offering improved efficacy and safety compared to existing treatments.

“There is increasing evidence that inflammation is a key driver of many chronic diseases,” said Daniel M. Skovronsky, M.D., Ph.D., chief scientific and product officer, and president of Lilly Research Laboratories. “Ventyx’s clinical-stage pipeline addresses a critical need for better treatment options across diseases mediated by chronic inflammation and further strengthens our ability to deliver meaningful advances for patients living with challenging diseases across focus areas of cardiometabolic health, neurodegeneration and autoimmunity.”

“Our portfolio of class-leading NLRP3 inhibitors modulate residual and chronic inflammation that is now recognized as a major risk factor in a host of neuroinflammatory, cardiometabolic and cardiovascular diseases,” said Raju Mohan, Ph.D., chief executive officer of Ventyx Biosciences. “We believe that Lilly is an ideal strategic partner, with unparalleled resources, a passion for innovative oral drugs and a commitment to advance novel therapies that fill a vast unmet need for patients suffering from these debilitating diseases and disorders.”

Under the terms of the agreement, Lilly will acquire all of the outstanding shares of Ventyx for $14.00 per share of common stock in an all-cash transaction (equal to an aggregate equity value of approximately $1.2 billion). The transaction is not subject to any financing condition and is expected to close in the first half of 2026, subject to approval by Ventyx stockholders and satisfaction of other customary closing conditions, including regulatory approvals.

The purchase price payable at closing represents a premium of approximately 62% to the 30-day volume-weighted average trading price of Ventyx’s common stock ended on January 5, 2026. The boards of directors of both companies have approved the transaction.

To demonstrate their commitment to the transaction, entities affiliated with New Science Ventures and all directors and officers of Ventyx have signed voting and support agreements whereby they agree to vote to approve the transaction. The shares subject to the agreements represent a total of approximately 10% of Ventyx’s outstanding common stock.

Lilly will determine the accounting treatment of this transaction in accordance with Generally Accepted Accounting Principles upon closing. This transaction will thereafter be reflected in Lilly’s financial results and financial guidance.

BofA Securities, Inc. is acting as exclusive financial advisor and Ropes & Gray is acting as legal counsel to Lilly. Jefferies LLC is acting as lead financial advisor and with Moelis & Company LLC acting as co-financial advisor to Ventyx. Wilson, Sonsini Goodrich & Rosati is acting as legal counsel to Ventyx.