Lilly to Acquire Verve Therapeutics to Develop One-Time Cardiovascular Therapies for High-Risk Patients

Verve’s mission is to achieve lasting cardiovascular risk reduction with a single dose, focusing on genes strongly linked to cardiovascular disease.

Lilly’s experience in cardiometabolic disease and genetic medicines aligns well with Verve’s vision and specialized knowledge.

INDIANAPOLIS, June 17, 2025 – Eli Lilly and Company (NYSE: LLY) has announced a definitive agreement to acquire Verve Therapeutics, Inc. (Nasdaq: VERV), a Boston based clinical-stage company pioneering genetic medicines for cardiovascular disease. This strategic move signals a potential game-changer in the battle against heart disease.

Verve is developing a pipeline of gene editing therapies designed to combat the root causes of atherosclerotic cardiovascular disease (ASCVD) with potential for one-time treatments. Its lead program, VERVE-102, is a potential first-in-class *in vivo* gene editing medicine targeting PCSK9, the gene directly linked to cholesterol levels and heart health. The therapy is initially targeted towards individuals with heterozygous familial hypercholesterolemia (HeFH), a form of ASCVD affecting a significant portion of the population, as well as specific patients grappling with premature coronary artery disease (CAD). Currently in a Phase 1b clinical trial, VERVE-102 has been granted Fast Track designation by the U.S. Food and Drug Administration.

“VERVE-102 represents the possibility of the first *in vivo* gene editing therapy with wide-ranging application, potentially revolutionizing cardiovascular disease treatment from ongoing management to a one-time solution,” stated Ruth Gimeno, Lilly group vice president, Diabetes and Metabolic Research and Development. “Lilly is excited to welcome the Verve team and advance the development of these promising new medicines. We aim to improve outcomes for patients with cardiovascular disease and address the significant medical needs in this critical area.”

Sekar Kathiresan, M.D., co-founder and CEO of Verve Therapeutics, noted, “Verve was founded with the ambitious goal of transforming cardiovascular disease treatment. In just seven years, our team advanced three *in vivo* gene editing products, with two currently in clinical trials. Now, together with Lilly, we’ll move on to the next stages of drug development. Lilly shares our vision, and their global research, clinical, regulatory, and commercial expertise will help us accelerate our medicines’ development. My sincerest appreciation goes to the entire Verve team for their expertise, creativity, and determination. We are also grateful to the investigators and patients who have contributed to the success of our clinical trials. Under Lilly’s management, we are excited to embark on a new era of cardiovascular care, where a single treatment can provide a lifelong reduction in cardiovascular risk, improving the lives of millions impacted by heart disease.”

Under the terms of the agreement, Lilly will launch a tender offer to acquire all outstanding Verve shares for $10.50 per share in cash, totaling roughly $1.0 billion. Additionally, each share will receive a non-tradable contingent value right (CVR), potentially increasing the total payout to $13.50 per share. CVR holders would be eligible to receive this payment after the first patient in a U.S. Phase 3 clinical trial is dosed with VERVE-102 for ASCVD, on or prior to the tenth anniversary of the deal’s closure or CVR’s termination. There is no assurance that the CVR will result in any payouts. The deal, anticipated to close in the third quarter of 2025, is conditioned on standard closing factors, including the tender of a majority of Verve’s outstanding shares. Following tender offer’s successful closure, Lilly will merge with Verve to acquire any nontendered shares, under the same terms.

The purchase price at closing represents a premium of approximately 113% over Verve’s 30-day volume-weighted average trading price before the announcement. Verve’s board fully endorses the tender offer.

In a show of support, Sekar Kathiresan, Andrew Ashe, and entities connected to GV have signed tender and support agreements, committing to tender their shares under certain conditions. The shares, owned by the stockholders, account for about 17.8% of Verve’s outstanding common stock.

Lilly will determine the appropriate accounting treatment of this transaction upon closing in line with Generally Accepted Accounting Principles (GAAP). This transaction will be reflected in Lilly’s financial results and financial guidance.

For this deal, Kirkland & Ellis LLP is acting as legal counsel for Lilly. Centerview Partners LLC and Guggenheim Securities, LLC are financial advisors, with Paul, Weiss, Rifkind, Wharton & Garrison LLP serving as legal counsel for Verve.

About Verve Therapeutics
Verve Therapeutics, Inc. (Nasdaq: VERV) is a clinical-stage business creating a new generation of genetic medicines for heart disease. This approach has the potential to shift treatment from chronic management to gene editing drugs. The company’s core programs –VERVE-102, VERVE-201, and VERVE-301 – target the key drivers of atherosclerosis: low-density lipoproteins, triglyceride-rich lipoproteins, and lipoprotein(a). VERVE-102 is designed to permanently shut down the PCSK9 gene in the liver and is initially focused on people with heterozygous familial hypercholesterolemia and eventually for the treatment of established atherosclerotic cardiovascular disease (ASCVD) patients with high low-density lipoprotein cholesterol levels. VERVE-201 aims to permanently shut down the ANGPTL3 gene in the liver and is being developed for refractory hypercholesterolemia and homozygous familial hypercholesterolemia. VERVE-301 aims to permanently shut down the LPA gene to lower the levels of lipoprotein (a), a significant independent risk factor for cardiovascular diseases, including ischemic stroke, thrombosis, and aortic stenosis. For more information, please visit www.VerveTx.com.

About Lilly
Lilly is a research-driven medicine company, using science to create healing and making lives better across the globe. For almost 150 years, Lilly has made groundbreaking discoveries, while their medicines assist tens of millions worldwide. Lilly’s scientists are developing new solutions to the world’s most crucial health issues, including diabetes, obesity, Alzheimer’s disease, and immune system disorders. Lilly is always working to make life better for many people and ensuring that their medicines are affordable and accessible through innovative clinical trials. Learn more at Lilly.com and Lilly.com/news, and follow them on Facebook, Instagram, and LinkedIn. F-LLY

Forward-Looking Statements
This press release highlights forward-looking statements concerning the proposed Lilly-Verve acquisition. These statements encompass the expected benefits of the acquisition, Verve’s gene editing programs, the potential value and terms of contingent consideration, the timing of the tender offer, Verve’s product candidates and clinical and preclinical development, Lilly’s cardiovascular disease program, and financial implications from the acquisition. These statements, while reflecting current views, contain risks, including the possibility of a failed acquisition, uncertainties related to drug development, regulatory changes, market conditions, and legal proceedings. Actual results may differ. More details on these risks can be found in Lilly’s and Verve’s SEC filings. Neither company is obligated to update these forward-looking statements.

Additional Information about the Acquisition
The tender offer has not yet begun. This announcement is informational and not a purchase offer or solicitation. The tender offer will be made only through documents filed with the SEC. Investors should carefully review these documents. They can be found at Lilly’s investor website investor.lilly.com and the SEC’s website www.sec.gov. Lilly and Verve file reports, statements, and other information with the SEC, which are available for free on the SEC’s website.