Sec Form 4 Filing - Dorval Allison @ Verve Therapeutics, Inc. - 2025-07-25

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dorval Allison 2. Issuer Name and Ticker or Trading Symbol Verve Therapeutics, Inc. [ VERV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O VERVE THERAPEUTICS, INC., 201 BROOKLINE AVENUE, SUITE 601 3. Date of Earliest Transaction (MM/DD/YY) 07/25/2025 (Street) BOSTON, MA02215 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 07/25/2025 U( 1 )( 2 ) 13,280 D 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 6.01 07/25/2025 D 258,000 ( 3 ) ( 3 ) Common Stock 258,000 ( 3 ) 0 D Stock Option (right to buy) $ 6.01 07/25/2025 D 75,000 ( 3 ) ( 3 ) Common Stock 75,000 ( 3 ) 0 D Restricted Stock Units $ 0 07/25/2025 D 45,000 ( 4 ) ( 4 ) Common Stock 45,000 ( 4 ) 0 D Restricted Stock Units $ 0 07/25/2025 D 33,750 ( 4 ) ( 4 ) Common Stock 33,750 ( 4 ) 0 D Restricted Stock Units $ 0 07/25/2025 D 1,875 ( 4 ) ( 4 ) Common Stock 1,875 ( 4 ) 0 D Stock Option (right to buy) $ 12.75 07/25/2025 D 180,000 ( 5 )( 6 ) ( 5 )( 6 ) Common Stock 180,000 ( 5 ) ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dorval Allison C/O VERVE THERAPEUTICS, INC. 201 BROOKLINE AVENUE, SUITE 601 BOSTON, MA02215 Chief Financial Officer Signatures /s/ Andrew Ashe, as Attorney-in-Fact for Allison Dorval 07/28/2025 Signature of Reporting Person Date

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 )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). ( 4 )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. ( 5 )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); ( 6 )(continued from footnote 5) 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.

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