Welcome to our dedicated page for Verve Therapeutics SEC filings (Ticker: VERV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Verve Therapeutics, Inc. (VERV) filed five Post-Effective Amendments to previously effective Form S-8 registration statements that together covered roughly 31.2 million shares of common stock reserved for the company’s 2018 Equity Incentive Plan, 2021 Stock Incentive Plan, Amended & Restated 2021 Employee Stock Purchase Plan and 2024 Inducement Stock Incentive Plan.
The amendments formally deregister all unsold shares because, on 25 July 2025, Ridgeway Acquisition Corp.—a subsidiary of Eli Lilly and Company—merged with Verve under the 16 June 2025 Merger Agreement, making Verve an indirect wholly-owned subsidiary of Lilly. As Verve will no longer issue equity under these plans or access the public markets, the company is terminating the effectiveness of each S-8 filing.
After these amendments become effective, no securities remain registered under the referenced statements, ending Verve’s obligations related to the plans as a standalone public issuer. The filing is administrative and does not provide financial results or forward-looking guidance.
Verve Therapeutics, Inc. (VERV) has filed Post-Effective Amendment No. 1 to each of its five outstanding Form S-8 registration statements. The amendments formally deregister all unsold shares—originally up to roughly 31.18 million shares reserved for the 2018 Equity Incentive Plan, 2021 Stock Incentive Plan, Amended & Restated 2021 ESPP and the 2024 Inducement Plan.
The administrative action follows the 25 July 2025 closing of the merger under which Ridgeway Acquisition Corp., a subsidiary of Eli Lilly & Co., merged with Verve. Verve survives as an indirect, wholly owned Lilly subsidiary, and all public offerings of its common stock have been terminated. In line with undertakings in each S-8, the company is required to remove from registration any securities that remained unsold once the plans ceased to issue shares.
Investor impact: The filing is procedural, confirming that no Verve equity will be issued post-merger. It eliminates potential future dilution but does not alter the economic terms previously agreed for shareholders in the Lilly acquisition.
NatWest Group H1 2025 highlights: total income £7.99 bn (+11.9% YoY) with net interest income £6.12 bn (+13.2%). Net interest margin expanded 21 bps to 2.28%. Operating profit before tax reached £3.59 bn (+18.4%); attributable profit £2.49 bn, delivering EPS 30.9 p (+28%) and RoTE 18.1% (vs 16.4%).
Cost-income ratio fell to 48.8% (-6.7 ppt) as digital efficiency offset inflation. Impairments rose to £382 m (loan-loss rate 19 bps). CET1 ratio slipped 20 bps QoQ to 13.6% after accrual of a 9.5 p interim dividend (+58%) and announcement of a £750 m buyback, keeping capital within the 13-14% target. TNAV increased 22 p to 351 p; LCR remains strong at 147%.
Loans (ex-central) grew £11.6 bn and deposits £4.5 bn, aided by the Sainsbury’s Bank deal that added 1.1 m customers. Segment ROE: Retail 23.8%, Commercial & Institutional 18.6%, Private Banking & WM 19.8%.
- Shareholder distributions announced YTD total £1.5 bn.
- 2025 guidance upgraded: income >£16 bn, RoTE >16.5%, costs ~£8.1 bn, impairment <20 bps, RWAs £190�195 bn.
Perma-Fix Environmental Services, Inc. (PESI) filed a Form 4 reporting a routine equity-compensation grant to non-employee director Joe Reeder on 07/24/2025.
- Type of security: Non-qualified stock option covering 10,000 shares of PESI common stock.
- Exercise price: $12.23 per share.
- Vesting schedule: 25% per year over four years under the 2003 Outside Directors Stock Plan.
- Expiration date: 07/24/2035.
- Ownership form: Direct; no common-stock acquisitions or dispositions were reported.
No cash transaction occurred, and the filing introduces no immediate earnings or cash-flow effects. The event is considered routine director compensation with limited near-term impact on shareholders.
Tender offer completed: Eli Lilly subsidiary Ridgeway Acquisition’s cash-and-CVR offer for Verve Therapeutics (VERV) expired at 12:00 a.m. ET on 24-Jul-2025. The depositary reported 49,882,464 shares—about 55.7 % of outstanding—were validly tendered and not withdrawn, satisfying the minimum tender condition.
Consideration: Tendering shareholders will receive $10.50 in cash per share plus one non-tradable contingent value right (CVR) that may pay up to $3.00 upon a specified milestone.
Next steps: Lilly has accepted the shares for payment and will promptly remit the cash and issue CVRs. A second-step merger is expected on 25-Jul-2025; untendered shares will convert into the same cash-plus-CVR consideration. Following closing, Verve will be delisted from Nasdaq and its registration under the Exchange Act terminated.
A joint press release announcing the results was filed as Exhibit (a)(5)(H).
Tencent Music Entertainment Group (NYSE: TME) filed a Form 6-K for July 2025. The submission is procedural and primarily discloses that the company will announce its second-quarter 2025 financial results on 12 August 2025. Two exhibits are referenced: Exhibit 99.1, a press release confirming the reporting date, and Exhibit 99.2, a notice of board action related to the forthcoming results announcement. No operating metrics, earnings figures, guidance, or other strategic updates are included. The document is signed by Chief Financial Officer Min Hu on 15 July 2025.
Verve Therapeutics (VERV) has filed Amendment No.1 to its Schedule 14D-9 in connection with Eli Lilly’s pending tender offer. The amendment reiterates the offer terms of $10.50 in cash plus a non-tradable contingent value right (CVR) worth up to $3.00 per share, and provides additional detail on employee retention, financial advisor engagements, valuation work and pending litigation.
Key supplemental disclosures:
- Retention Awards: An aggregate $2.9997 million programme for nine executives (ex-CEO) pays out 12 months post-closing; $1.877 million has been granted to current executive officers.
- Financial advisors: Centerview Partners and Guggenheim Securities formally engaged 20 May 2025; Chestnut Partners is receiving a quarterly retainer ($87.5 k) and an estimated $3.5 million success fee.
- Valuation updates: Centerview DCF uses a 15.5-18.5 % WACC and assumes $434 million net cash plus $50 million 2025 raise; Guggenheim applies a 15.75-18.25 % WACC.
- Regulatory status: HSR filings were made 25 June 2025, triggering a 30-day review that could extend if a Second Request is issued.
- Litigation: Two shareholder suits (Johnson and Thompson, filed 25-26 June 2025 in NY Supreme Court) seek to enjoin the deal over alleged disclosure deficiencies; several demand letters received. VERV denies merit but is voluntarily providing these disclosures to moot claims.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is marketing 3-Year Autocallable Contingent Coupon Securities linked to Tesla, Inc. (TSLA). The notes pay a quarterly contingent coupon of at least 15.00% per annum (rate set on the pricing date) only when TSLA’s closing price on a valuation date is at or above the 60% coupon-barrier. Beginning after six months, the securities are subject to quarterly automatic redemption if TSLA closes at or above its initial value; investors then receive the $1,000 principal plus the coupon.
If not autocalled, the notes mature on 2-Aug-2028. At maturity holders receive $1,000 provided TSLA is at or above 60% of its initial level; otherwise payment is reduced one-for-one with TSLA’s decline, potentially to $0. Investors receive no upside participation beyond coupons. Key risks include full downside to TSLA below the 60% final barrier, loss of coupons when TSLA is below the hurdle, structural leverage to volatility, credit exposure to Citi, lack of listing, an issue-price premium over estimated value, and uncertain U.S. tax treatment.
Verve Therapeutics has received a tender offer from Eli Lilly through its subsidiary Ridgeway Acquisition Corporation. The offer consists of $10.50 per share in cash plus one non-tradable contingent value right (CVR) worth up to $3.00 per share, contingent on achieving specific clinical milestones.
Key terms of the tender offer include:
- Expiration date: July 23, 2025, at 11:59 p.m. Eastern Time
- Minimum tender condition requires majority of outstanding shares
- CVR payment triggered by first U.S. Phase 3 trial dosing for atherosclerotic cardiovascular disease (ASCVD) product
- CVR milestone must be achieved within 10 years of closing
The deal will proceed as a merger under Delaware law Section 251(h) after tender completion. Key conditions include HSR Act clearance, no legal restraints, and no material adverse effects. As of June 20, 2025, Verve had 89,320,995 shares outstanding.