SEC Form 4 · accession 0001193125-26-305072

Nuvalent, Inc. · NUVL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Darlene Noci

Officer — Chief Development Officer

Period of report

Jul 15, 2026

Accepted (ET)

Jul 15, 2026 · 6:57 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001861560

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock^F1,F2	Jul 15, 2026	U	17,017	$124.00	D	0	D
Class A Common Stock - Restricted Stock Units^F4	Jul 15, 2026	D	41,100	—	D	0	D
Class A Common Stock - Performance Stock Units	Jul 15, 2026	A	14,350	$0.00	A	14,350	D
Class A Common Stock - Performance Stock Units^F6	Jul 15, 2026	D	14,350	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F7	$1.08	Jul 15, 2026	D	216	D	—	Feb 15, 2031	Class A Common Stock	216	D
Stock Option (Right to Buy)^F7	$6.89	Jul 15, 2026	D	6,091	D	—	Apr 29, 2031	Class A Common Stock	6,091	D
Stock Option (Right to Buy)^F7	$18.93	Jul 15, 2026	D	15,112	D	—	Jan 4, 2032	Class A Common Stock	15,112	D
Stock Option (Right to Buy)^F7	$14.40	Jul 15, 2026	D	21,259	D	—	Aug 1, 2032	Class A Common Stock	21,259	D
Stock Option (Right to Buy)^F7	$27.85	Jul 15, 2026	D	81,329	D	—	Jan 6, 2033	Class A Common Stock	81,329	D
Stock Option (Right to Buy)^F7	$72.35	Jul 15, 2026	D	33,646	D	—	Jan 5, 2034	Class A Common Stock	33,646	D
Stock Option (Right to Buy)^F7	$78.09	Jul 15, 2026	D	37,500	D	—	Jan 6, 2035	Class A Common Stock	37,500	D
Stock Option (Right to Buy)^F7	$106.82	Jul 15, 2026	D	17,500	D	—	Jan 7, 2036	Class A Common Stock	17,500	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) Nuvalent, Inc., a Delaware corporation (the "Company"), (ii) GlaxoSmithKline LLC, a Delaware limited liability company ("Parent"), (iii) Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and (iv) solely for purposes of Section 9.14 therein, GSK plc, a public limited company organized under the laws of England and Wales ("Ultimate Parent"), Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of Class A Common Stock of the Company and Class B Common Stock of the Company. The shares of Class A Common Stock of the Company and Class B Common Stock of the Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for $124.00 per share, net to the seller in cash, without interest (the "Offer Price"), subject to applicable withholding tax.
F2(Continued from footnote 1) After completion of the Offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
F3Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Company.
F4Pursuant to the Merger Agreement, each restricted stock unit that was subject solely to time-based vesting (a "Company RSU") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such Company RSU immediately prior to the effective time of the Merger and (y) the Offer Price.
F5Represents vesting of 5,600 Company PSUs (as defined below) that were granted to the Reporting Person on January 6, 2025, and 8,750 Company PSUs that were granted to the Reporting Person on January 7, 2026, and vested pursuant to the Merger Agreement.
F6Pursuant to the Merger Agreement, each restricted stock unit that was subject to time- and performance-based vesting (a "Company PSU") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such Company PSU immediately prior to the effective time of the Merger, assuming applicable performance goals were achieved in full, and (y) the Offer Price.
F7Pursuant to the Merger Agreement, each option to purchase shares of Common Stock (a "Company Stock Option") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the effective time of the Merger and (y) the excess, if any, of the Offer Price over the applicable exercise price per share under such Company Stock Option.