Nuvalent Inc. (NUVL) — GSK’s Harmony Row clears HSR; $124 cash offer proceeds

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 issued and outstanding Class A and Class B shares for $124.00 per Share, net to the seller in cash. The HSR waiting period expired effective July 9, 2026 at 11:59 P.M. Eastern Time, and the HSR condition to the Offer has been satisfied.

Insights

M&A Regulatory Counsel

HSR clearance removes a key regulatory condition; the Offer can proceed toward completion.

The amendment confirms that under the HSR Act the applicable 15-calendar-day waiting period expired July 9, 2026, satisfying the HSR Condition to the Offer. That removes an antitrust timing hurdle tied to the filing with the FTC and DOJ Antitrust Division.

Remaining closing conditions in the Merger Agreement and the Offer to Purchase still govern consummation; monitor any other regulatory or closing conditions expressly listed in the Offer materials.

Deal Structuring Analyst

The transaction remains a cash-for-stock acquisition at a fixed per-share price of $124.00.

The Offer provides $124.00 per Share in cash, net to sellers, subject to withholding and potential increases per the Merger Agreement. The amendment incorporates the Offer to Purchase and Letter of Transmittal by reference for full terms.

Investors should refer to the Offer materials for mechanics such as tender instructions, withholding, and any proration or withdrawal rights.

Key Figures

Offer Price: $124.00 per Share HSR waiting period expiry: July 9, 2026 Share classes covered: Class A and Class B Common Stock

3 metrics

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

HSR waiting period expiry July 9, 2026 Effective date and time the HSR waiting period expired at 11:59 P.M. Eastern Time

Share classes covered Class A and Class B Common Stock All issued and outstanding shares of the two classes are subject to the Offer

Key Terms

HSR Act, Offer to Purchase, Letter of Transmittal, HSR Condition

4 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.

Offer to Purchase financial

"copies of which are annexed to and filed with the Schedule as Exhibits"

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 financial

"the accompanying Letter of Transmittal (together with any amendments or supplements thereto)"

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.

HSR Condition regulatory

"Accordingly, the HSR Condition to the Offer has been satisfied"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/10/2026 - 08:45 AM Accepted by SEC EDGAR 07/10/2026 - 08:44 AM Learn about SEC filing dates

FAQ

What price is Harmony Row offering for Nuvalent (NUVL) shares?

The Offer Price is $124.00 per Share, payable in cash, net to the seller and subject to applicable withholding taxes as stated in the Offer to Purchase.

Has the antitrust waiting period under the HSR Act been satisfied?

Yes. The amendment states the HSR waiting period expired effective July 9, 2026 at 11:59 P.M. Eastern Time, and the HSR Condition to the Offer has been satisfied.

Which classes of Nuvalent shares are covered by the tender offer?

The Offer covers Nuvalent's Class A Common Stock and Class B Common Stock, each with par value $0.0001 per share, as set forth in the Schedule TO.

Who are the filing persons making the offer for Nuvalent?

The filing persons are Harmony Row Acquisition Co., GlaxoSmithKline LLC and GSK plc, as named in the Schedule TO and its Amendment No. 3.

Where can I find the full terms and mechanics for tendering shares?

The Offer to Purchase dated June 24, 2026, and the Letter of Transmittal (both incorporated by reference) contain the full terms, instructions, and conditions for tendering shares.

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. 3)

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. 3 (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:

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. The waiting period under the HSR Act expired, effective July 9, 2026, at 11:59 P.M. Eastern Time. Accordingly, the HSR Condition to the Offer has been satisfied.”

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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 10, 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

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