Sheila Mikhail - Jul 25, 2025 Form 4 Insider Report for Verve Therapeutics, Inc. (VERV)

Role: Director
Signature: /s/ Andrew Ashe, as Attorney-in-Fact for Sheila Mikhail
Stock symbol: VERV
Transactions as of: Jul 25, 2025
Transactions value $: $0
Form type: 4
Date filed: 7/28/2025, 05:15 PM
Previous filing: Jun 6, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Mikhail Sheila	Director	C/O VERVE THERAPEUTICS, INC., 201 BROOKLINE AVENUE, SUITE 601, BOSTON	/s/ Andrew Ashe, as Attorney-in-Fact for Sheila Mikhail	2025-07-28	0001864431

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VERV	Stock Option (right to buy)	Disposed to Issuer	-136K	-100%	Jul 25, 2025	Common Stock	136K	$5.02	Direct	F1, F2
transaction	VERV	Stock Option (right to buy)	Disposed to Issuer	-42.2K	-100%	Jul 25, 2025	Common Stock	42.2K	$5.73	Direct	F1, F2
transaction	VERV	Stock Option (right to buy)	Disposed to Issuer	-43.2K	-100%	Jul 25, 2025	Common Stock	43.2K	$8.98	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sheila Mikhail is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of an Agreement and Plan of Merger, dated as of June 16, 2025, by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation, at the effective time of the Merger (the "Effective Time"), each outstanding stock option of Issuer having an exercise price less than $10.50 per share in cash, without interest and less any applicable tax withholding (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
F2	(continued from footnote 1) 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 non-tradeable contingent value right for each share subject to such Cash-Out Stock Option (without regard to vesting).

Content

Pursuant to the terms of an Agreement and Plan of Merger, dated as of June 16, 2025, by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation, at the effective time of the Merger (the "Effective Time"), each outstanding stock option of Issuer having an exercise price less than $10.50 per share in cash, without interest and less any applicable tax withholding (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

(continued from footnote 1) 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 non-tradeable contingent value right for each share subject to such Cash-Out Stock Option (without regard to vesting).