GSK (NYSE: GSK) makes $124 cash tender offer for Nuvalent (NUVL) shares

Rhea-AI Filing Summary

Nuvalent, Inc.: Purchaser entities led by GSK plc and its affiliates have launched a cash tender offer to acquire all issued and outstanding Class A and Class B shares of Nuvalent for $124.00 per Share, subject to the terms of the Offer to Purchase and the Merger Agreement.

The filing discloses an HSR Act waiting period that is scheduled to expire at 11:59 P.M. ET on July 9, 2026 unless earlier terminated or extended by a Second Request, and notes the Company had received 11 demand letters as of July 7, 2026 challenging disclosures in the Schedule 14D-9.

Insights

M&A Regulatory Counsel

HSR timing and Second Request are pivotal to closing timing.

The filing states the 15-calendar-day HSR waiting period was triggered by filings on June 24, 2026 and is scheduled to expire at July 9, 2026, unless earlier terminated or extended by a Second Request. The filing explains a Second Request would add a further ten-calendar-day waiting period following substantial compliance.

Practical impact: the purchaser’s ability to complete purchases under the Offer is contingent on FTC/Antitrust Division timing; the filing notes timing agreements or court action could further affect closing.

Deal Litigation Specialist

Shareholder demand letters have been received but no lawsuits recorded in the excerpt.

The Schedule TO amendment discloses 11 demand letters received as of July 7, 2026 challenging aspects of the Schedule 14D-9, with one attaching a draft complaint. The filing states no other lawsuits or draft complaints are presently known in the excerpt.

Implication: these demand letters are procedural challenges to disclosures; any subsequent litigation or filings could affect process timing but are not disclosed as filed or resolved here.

Key Figures

Offer Price: $124.00 per Share HSR waiting period: 15-calendar-day Second Request extension: 10-calendar-day +1 more

4 metrics

Offer Price $124.00 per Share cash consideration stated in the Offer to Purchase

HSR waiting period 15-calendar-day filed June 24, 2026; scheduled to expire July 9, 2026

Second Request extension 10-calendar-day additional waiting period after substantial compliance with a Second Request

Demand letters received 11 letters as of July 7, 2026, challenging Schedule 14D-9 disclosures

Key Terms

HSR Act, Second Request, Schedule 14D-9

3 terms

HSR Act regulatory

""Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration""

The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.

Second Request regulatory

""If a Second Request is issued, the waiting period with respect to the Offer would be extended""

A "second request" occurs when a government agency reviewing a business deal asks for more information or documents after an initial review. This step helps ensure the deal doesn’t harm competition or consumers, similar to a referee reviewing additional footage before making a final decision. For investors, it signals increased scrutiny that could delay or block the transaction, impacting market expectations.

Schedule 14D-9 regulatory

""challenging certain disclosures in the Schedule 14D-9""

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/07/2026 - 04:52 PM Accepted by SEC EDGAR 07/07/2026 - 04:44 PM Learn about SEC filing dates

FAQ

What price is GSK offering for Nuvalent (NUVL)?

The Offer Price is $124.00 per Share in cash. The price is stated in the Offer to Purchase and applies to all issued and outstanding Class A and Class B shares, subject to applicable withholding taxes and the Merger Agreement terms.

When does the HSR waiting period for the Nuvalent tender offer end?

The 15-calendar-day HSR waiting period is scheduled to expire at 11:59 P.M. ET on July 9, 2026. The period may be earlier terminated by the FTC or extended by a Second Request as described in the filing.

How many demand letters has Nuvalent received about the Schedule 14D-9?

As of July 7, 2026, the Company received 11 demand letters from purported stockholders challenging disclosures in the Schedule 14D-9. One of the letters attached a draft complaint; no filed lawsuits are reported in the excerpt.

Would a Second Request delay the tender offer closing?

Yes. The filing states a Second Request would extend the waiting period by an additional ten calendar days after Parent’s substantial compliance. The FTC or Antitrust Division may also terminate the waiting period earlier, per the HSR Act procedures.

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. 2)

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. 2 (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:

1. The second paragraph of the subsection entitled “U.S. Antitrust Compliance” in Section 16 - “Certain Legal Matters; Regulatory Approvals” is amended and supplemented by replacing the second paragraph with the following:

“Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar-day waiting period following the filing of certain required information and documentary material concerning the Offer (and the Merger) with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC. Parent and the Company filed their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on June 24, 2026 and the waiting period applicable to the Offer is scheduled to expire at 11:59 P.M., Eastern Time, on July 9, 2026, unless earlier terminated by the FTC or Parent receives a request for additional information or documentary material (“Second Request”) from either the FTC or the Antitrust Division prior to that time. If a Second Request is issued, the waiting period with respect to the Offer would be extended for an additional period of ten calendar days following the date of Parent’s substantial compliance with that request. The FTC or the Antitrust Division may terminate the waiting period at any point. If either the 15-day or ten-day waiting period expires on a Saturday, Sunday or federal holiday, then the period is extended until 11:59 P.M., Eastern Time of the next day that is not a Saturday, Sunday or federal holiday. Only one additional waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the timing of the purchase of Shares in the Offer could be delayed only by court order or with Parent’s and the Company’s consent. It is also possible that Parent and the Company could enter into a timing agreement with the FTC or the Antitrust Division that could affect the timing of the purchase of Shares in the Offer. Complying with a Second Request can take a significant period of time. Although the Company is also required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, under the HSR Act, neither the Company’s failure to make its filing nor failure to comply with its own Second Request will change the waiting period with respect to the purchase of Shares in the Offer.”

2. Section 16 - “Certain Legal Matters; Regulatory Approvals” is amended and supplemented by adding the following to the end of such Section after the subsection captioned “State Takeover Laws”:

2

“As of July 7, 2026, the Company has received 11 demand letters from purported stockholders of the Company (collectively the “Demand Letters”), challenging certain disclosures in the Schedule 14D-9. One of the Demand Letters attached a draft complaint.

Other than the Demand Letters, as of July 7, 2026, we are not aware of the filing of any lawsuits or the submission of any additional draft complaints or additional demand letters challenging the Contemplated Transactions and/or alleging deficiencies with respect to the Schedule 14D-9; however, such lawsuits, demand letters or draft complaints may be filed or submitted, as applicable, in the future. If such additional lawsuits, demand letters or draft complaints are filed or submitted, as applicable, absent new or different allegations that are material, the Company, Ultimate Parent, Parent and Purchaser will not necessarily announce such additional filings or submissions.”

3

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: July 7, 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

4