GSK (NUVL) bidders launch $124.00 cash tender for Nuvalent shares

Rhea-AI Filing Summary

Nuvalent, Inc. is the subject of a cash tender offer by Harmony Row Acquisition Co., GlaxoSmithKline LLC and GSK plc to purchase all outstanding Class A and Class B shares for $124.00 per share. The Offer to Purchase and accompanying Letter of Transmittal dated June 24, 2026 set the terms and conditions, and the Schedule TO has been amended to add a press release by Ultimate Parent filed as Exhibit (a)(5)(K). The Offer Price is net to sellers in cash, subject to withholding taxes and the conditions in the Merger Agreement and Offer materials.

Insights

M&A Counsel

Transaction is a cash tender offer at a fixed per-share price under a Merger Agreement.

The filing amends the Schedule TO to incorporate the Offer to Purchase and the Letter of Transmittal dated June 24, 2026, and adds a press release as Exhibit (a)(5)(K). The legal structure is a tender offer by a Purchaser wholly owned by Parent and Ultimate Parent.

Key legal qualifiers in the excerpt include the Offer being "net to the seller in cash" at $124.00 per share and that the Offer is "subject to the terms and subject to the conditions" in the Offer to Purchase and Merger Agreement. Timing, definitive closing conditions, and regulatory clearances are not detailed in the provided excerpt.

Corporate Finance Analyst

Fixed-cash price tender offer provides immediate liquidity at a specified premium benchmark.

The Purchaser offers $124.00 per share in cash for all issued and outstanding Class A and Class B shares, as stated in the Offer. The Schedule TO amendment incorporates the offer materials and a June 24, 2026 press release.

Financial implications such as aggregate deal value, financing sources, or post-transaction structure are not included in the excerpt; those items will appear in other sections of the Schedule TO or related filings.

Key Figures

Offer Price: $124.00 per share Offer materials date: June 24, 2026 Securities classes: Class A and Class B Common Stock +1 more

4 metrics

Offer Price $124.00 per share cash tender offer, net to seller

Offer materials date June 24, 2026 Offer to Purchase and Letter of Transmittal dated

Securities classes Class A and Class B Common Stock all issued and outstanding shares of each class

CUSIP 670703107 identified CUSIP for the class of securities

Key Terms

Tender Offer, Offer to Purchase, Letter of Transmittal, Merger Agreement

4 terms

Tender Offer regulatory

"the offer by Purchaser to purchase all of the issued and outstanding shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Offer to Purchase regulatory

"the Offer to Purchase, dated June 24, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"the accompanying Letter of Transmittal is incorporated herein by reference"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Merger Agreement legal

"as it may be increased from time to time pursuant to the terms of the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

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Available on EDGAR 06/24/2026 - 04:08 PM Accepted by SEC EDGAR 06/24/2026 - 04:03 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

NUVALENT, INC.

(Name of Subject Company (Issuer))

HARMONY ROW ACQUISITION CO.,

GLAXOSMITHKLINE LLC

and

GSK PLC

(Names of Filing Persons - Offerors)

Class A Common Stock, par value $0.0001 per share

Class B Common Stock, par value $0.0001 per share

(Title of Class of Securities)

670703107*

(CUSIP Number of Class of Securities)

David Rea

GlaxoSmithKline LLC

1250 South Collegeville Road

Collegeville, PA 19426

+1 215-219-7521

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

William J. Chudd

Daniel Brass

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

+1 212-450-4000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ Third-party tender offer subject to Rule 14d-1.

☐ Going-private transaction subject to Rule 13e-3.

☐ Third-party tender offer subject to Rule 14d-1.

☐ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

* This CUSIP number applies to the issuer’s Class A Common Stock.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, including this Amendment, the “Schedule TO”) filed by (i) GSK plc, a public limited company organized under the laws of England and Wales (“Ultimate Parent”), (ii) GlaxoSmithKline LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Ultimate Parent (“Parent”), and (iii) Harmony Row Acquisition Co., a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Parent. The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of the Class A Common Stock, par value $0.0001 per share (the “Class A Shares”), and Class B Common Stock, par value $0.0001 per share (the “Class B Shares” and, together with the Class A Shares, the “Shares”), of Nuvalent, Inc., a Delaware corporation (the “Company”), for $124.00 per Share, net to the seller in cash, without interest (such consideration as it may be increased from time to time pursuant to the terms of the Merger Agreement (as defined below), the “Offer Price”), subject to any applicable withholding taxes, and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” which, together with the Offer to Purchase and other related materials, as they may be amended or supplemented from time to time, collectively constitute the “Offer”), copies of which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of the Schedule TO and is supplemented by the information specifically provided in this Amendment. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase.

Item 1 through 9; Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“On June 24, 2026, Ultimate Parent issued a press release announcing the commencement of the Offer. The full text of the press release is filed as Exhibit (a)(5)(K) to the Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:

Exhibit No.		Description
(a)(5)(K)		Press Release of Ultimate Parent, dated June 24, 2026

2

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 24, 2026

GLAXOSMITHKLINE LLC
By:		/s/ Justin Huang
		Name: Justin Huang
		Title: Secretary
HARMONY ROW ACQUISITION CO.
By:		/s/ Justin Huang
		Name: Justin Huang
		Title: President and Secretary
GSK PLC
By:		/s/ David Redfern
		Name: David Redfern
		Title: Authorized Signatory

3

FAQ

What price is GSK offering for NUVL shares?

The Purchaser is offering $124.00 per share in cash for each Class A and Class B share, net to the seller and subject to applicable withholding taxes and the Offer terms.

When were the offer materials for NUVL dated?

The Offer to Purchase and Letter of Transmittal are dated June 24, 2026, and the Schedule TO amendment incorporates those materials and a press release filed as Exhibit (a)(5)(K).

Who is making the tender offer for Nuvalent (NUVL)?

The offer is made by Harmony Row Acquisition Co., a direct wholly-owned subsidiary of GlaxoSmithKline LLC, itself an indirect wholly-owned subsidiary of GSK plc.

Is the $124.00 offer conditional?

Yes; the offer is made "subject to the terms and subject to the conditions" set forth in the Offer to Purchase and the Merger Agreement, as stated in the Schedule TO amendment.

Does the amended Schedule TO add any exhibits?

Yes; Item 12 was supplemented to add Exhibit (a)(5)(K), which is a press release of Ultimate Parent dated June 24, 2026, incorporated by reference.