[Form 4] Verve Therapeutics, Inc. Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Key take-aways from Verve Therapeutics (VERV) Form 4

On 25 Jul 2025, CFO Allison Dorval reported the disposition of all remaining Verve equity as a result of Eli Lilly鈥檚 previously announced acquisition. Transactions coded 鈥淯鈥� confirm automatic treatment under the 16 Jun 2025 merger agreement:

13,280 common shares tendered for $10.50 cash plus one CVR per share; post-transaction share balance: 0.
Cash-out of 513,000 stock options (exercise prices $6.01鈥�$12.75) and 80,625 RSUs; all derivative positions now zero.

The filing notes the conversion mechanics: cash equal to the spread (where applicable) and issuance of a non-tradable CVR worth up to $3.00, contingent on a milestone. Completion of the tender offer and subsequent merger on 25 Jul 2025 leaves Verve as a wholly owned Lilly subsidiary; the reporting person is no longer a VERV insider.

Insights

TL;DR: Filing verifies Lilly鈥揤erve deal closure; insider equity fully settled, eliminating completion risk for arbitrage investors.

The automatic cancellation of all common, option and RSU holdings underlines that the cash-and-CVR structure is now effective. With no residual equity outstanding, completion risk is effectively zero and any remaining spread in VERV trading should converge to cash consideration. The CVR retains upside optionality tied to a single milestone and is unregistered, thus illiquid. Overall, the update is procedurally positive, but adds little incremental value beyond confirming the 25 Jul closing.

TL;DR: Routine insider disposition; material value already priced, limited actionable insight for new investors.

The Form 4 is largely administrative, detailing how the CFO鈥檚 13,280 shares and 593,625 equity awards were converted to cash/CVR. It reaffirms zero stand-alone VERV float going forward. Investors now focus solely on the CVR鈥檚 milestone probability; no additional financials are provided. Impact on existing portfolios is neutral unless one is modelling CVR pay-outs.

07/28/2025 - 05:15 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kathiresan Sekar

(Last)

(First)

(Middle)

C/O VERVE THERAPEUTICS, INC.

201 BROOKLINE AVENUE, SUITE 601

(Street)

BOSTON

02215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Verve Therapeutics, Inc. [ VERV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2025		U⁽¹⁾⁽²⁾		348,431⁽³⁾	D	⁽¹⁾⁽²⁾	0	D
Common Stock	07/25/2025		U⁽¹⁾⁽²⁾		110,997	D	⁽¹⁾⁽²⁾	0	I	Sekar Kathiresan 2021 Irrevocable Trust
Common Stock	07/25/2025		U⁽¹⁾⁽²⁾		240,997	D	⁽¹⁾⁽²⁾	0	I	Kathiresan Family 2021 Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.01	07/25/2025		D			488,000	⁽⁴⁾	⁽⁴⁾	Common Stock	488,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$6.01	07/25/2025		D			150,000	⁽⁴⁾	⁽⁴⁾	Common Stock	150,000	⁽⁴⁾	0	D
Restricted Stock Units	$0	07/25/2025		D			120,000	⁽⁵⁾	⁽⁵⁾	Common Stock	120,000	⁽⁵⁾	0	D
Restricted Stock Units	$0	07/25/2025		D			99,000	⁽⁵⁾	⁽⁵⁾	Common Stock	99,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$1.39	07/25/2025		D			138,995	⁽⁴⁾	⁽⁴⁾	Common Stock	138,995	⁽⁴⁾	0	D
Stock Option (right to buy)	$1.39	07/25/2025		D			167,425	⁽⁴⁾	⁽⁴⁾	Common Stock	167,425	⁽⁴⁾	0	D
Stock Option (right to buy)	$2.87	07/25/2025		D			500,203	⁽⁴⁾	⁽⁴⁾	Common Stock	500,203	⁽⁴⁾	0	D
Stock Option (right to buy)	$2.87	07/25/2025		D			75,105	⁽⁴⁾	⁽⁴⁾	Common Stock	75,105	⁽⁴⁾	0	I	Sekar Kathiresan 2023 Annuity Trust
Stock Option (right to buy)	$8.24	07/25/2025		D			431,988	⁽⁴⁾	⁽⁴⁾	Common Stock	431,988	⁽⁴⁾	0	D
Stock Option (right to buy)	$12.75	07/25/2025		D			526,000	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	526,000	⁽⁶⁾⁽⁷⁾	0	D

Explanation of Responses:

1. 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

2. (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").

3. 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.

4. 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).

5. 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.

6. 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);

7. (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.

	/s/ Andrew Ashe, as Attorney-in-Fact for Sekar Kathiresan	07/28/2025
	** Signature of Reporting Person	Date
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