Eli Lilly and Company has agreed to acquire Ventyx Biosciences in an all-cash transaction valued at approximately $1.2 billion, strengthening Lilly’s pipeline in inflammation-driven diseases and expanding its portfolio of innovative oral therapies. The deal brings Ventyx, a San Diego–based clinical-stage biopharmaceutical company, fully under Lilly’s ownership and underscores the pharmaceutical giant’s continued focus on diseases with high unmet medical need.
Under the terms of the definitive agreement, Lilly will acquire all outstanding shares of Ventyx for $14.00 per share in cash. The purchase price represents a premium of about 62% to Ventyx’s 30-day volume-weighted average trading price as of January 5, 2026. The transaction is not subject to any financing conditions and is expected to close in the first half of 2026, pending approval by Ventyx shareholders and satisfaction of customary regulatory and closing requirements. Boards of directors at both companies have unanimously approved the deal.
Ventyx is developing a pipeline of small-molecule therapeutics aimed at treating inflammation across a wide range of disease areas, including cardiometabolic disorders, neurodegenerative diseases, and inflammatory and autoimmune conditions. A central focus of its research is on NLRP3 inhibitors, which are designed to modulate chronic and residual inflammation—an increasingly recognized driver of many serious and long-term diseases.
Daniel M. Skovronsky, M.D., Ph.D., chief scientific and product officer and president of Lilly Research Laboratories, said growing scientific evidence highlights inflammation as a key contributor to numerous chronic illnesses. He noted that Ventyx’s clinical-stage programs address immune pathways that could offer improved efficacy and safety compared with existing treatments, while complementing Lilly’s strategic focus areas in cardiometabolic health, neurodegeneration, and autoimmunity.
Ventyx chief executive officer Raju Mohan, Ph.D., described Lilly as an ideal partner to advance the company’s class-leading NLRP3 inhibitor portfolio. He emphasized that these programs target inflammation now understood to be a major risk factor in neuroinflammatory, cardiometabolic, and cardiovascular diseases, and said Lilly’s scale, expertise, and commitment to oral medicines would help accelerate development for patients.
Support for the transaction has been reinforced through voting and support agreements signed by entities affiliated with New Science Ventures, as well as all Ventyx directors and officers. These agreements cover approximately 10% of Ventyx’s outstanding shares and commit those holders to vote in favor of the acquisition.
Following completion, Lilly will determine the accounting treatment in line with Generally Accepted Accounting Principles and incorporate the transaction into its financial results and guidance. BofA Securities is acting as Lilly’s exclusive financial advisor, with Ropes & Gray serving as legal counsel. Jefferies and Moelis & Company are advising Ventyx, alongside legal counsel from Wilson, Sonsini Goodrich & Rosati.
The acquisition reflects Lilly’s broader strategy to invest in innovative science and expand its presence in inflammation-mediated diseases that affect millions of patients worldwide.