GlaxoSmithKline LLC closes $10.6B Nuvalent (NUVL) all-cash tender and merger

Rhea-AI Filing Summary

Nuvalent, Inc. completed its sale to GlaxoSmithKline LLC through a tender offer and short-form merger, valuing the equity at approximately $10.6 billion. Shareholders receive $124.00 in cash per share, without interest and subject to tax withholding, for both Class A and Class B common stock.

The tender offer, which expired July 14, 2026, resulted in 72,518,967 shares (about 91.3% of those outstanding) being validly tendered, satisfying the minimum condition and enabling a merger without a stockholder vote under Section 251(h) of the DGCL. Nuvalent is now a wholly owned subsidiary of GlaxoSmithKline LLC; its Nasdaq-listed shares will be delisted, and the company plans to terminate its SEC reporting obligations. All prior directors and officers were replaced by acquiror designees, and all stock options, RSUs, and PSUs were cancelled in exchange for cash payments calculated using the $124.00 offer price.

8-K Event Classification

7 items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

7 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Offer Price per Share: $124.00 per Share Shares Tendered: 72,518,967 Shares Tendered Percentage of Shares Outstanding: 91.3% +4 more

7 metrics

Offer Price per Share $124.00 per Share Cash consideration for each Class A and Class B share at closing

Shares Tendered 72,518,967 Shares Validly tendered and not withdrawn as of the July 14, 2026 expiration

Tendered Percentage of Shares Outstanding 91.3% Portion of issued and outstanding shares tendered into the offer

Class A Shares Tendered 67,083,713 Class A Shares Approximately 90.7% of issued and outstanding Class A Shares

Class B Shares Tendered 5,435,254 Class B Shares 100.0% of issued and outstanding Class B Shares

Transaction Equity Value $10.6 billion Approximate total equity value of the Nuvalent acquisition

Offer Expiration Time July 14, 2026, one minute after 11:59 p.m. Eastern Time Expiration of tender offer before acceptance and merger

Key Terms

tender offer, Minimum Tender Condition, Section 251(h) of the DGCL, restricted stock unit, +2 more

6 terms

tender offer financial

"Purchaser commenced a tender offer 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.

Minimum Tender Condition regulatory

"representing approximately 91.3% ... Accordingly, the Minimum Tender Condition has been satisfied"

Section 251(h) of the DGCL regulatory

"The Merger was completed pursuant to Sections 251(c) and 251(h) of the DGCL"

restricted stock unit financial

"each restricted stock unit denominated in Class A Shares that was subject solely to time-based vesting"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Form 25 regulatory

"requested that Nasdaq file with the SEC a Notification of Removal from Listing on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

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FAQ

What happened to Nuvalent (NUVL) in the July 2026 transaction?

Nuvalent was acquired by GlaxoSmithKline LLC via a tender offer and short-form merger, becoming its wholly owned subsidiary. The deal’s total equity value was approximately $10.6 billion, resulting in a change in control on July 15, 2026.

What price per share are Nuvalent (NUVL) stockholders receiving?

Each Nuvalent share is entitled to $124.00 in cash, without interest and subject to tax withholding. The price applies to both Class A and Class B common stock, including shares converted in the merger that were not tendered into the offer.

How many Nuvalent (NUVL) shares were tendered into the offer?

A total of 72,518,967 shares were validly tendered and not withdrawn, representing about 91.3% of issued and outstanding shares. This included 67,083,713 Class A shares (about 90.7%) and 5,435,254 Class B shares (100.0%).

Will Nuvalent (NUVL) remain listed on Nasdaq after the merger?

No. Nuvalent requested Nasdaq to halt and suspend trading and to file Form 25 to delist its shares and deregister them under Section 12(b). Nuvalent also intends to file Form 15 to suspend its ongoing SEC reporting obligations.

What happens to Nuvalent (NUVL) stock options, RSUs, and PSUs in the deal?

At the merger effective time, all stock options, RSUs, and PSUs were cancelled and converted into cash rights. Payments are calculated using the $124.00 offer price, less applicable taxes, and for options only on any value above the exercise price.

Did Nuvalent (NUVL) stockholders vote to approve the merger?

No stockholder vote was required. After enough shares were tendered to satisfy the minimum condition, the merger was completed under Section 251(h) of the DGCL, allowing a short-form merger without a separate stockholder approval.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2026

NUVALENT, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40671		81-5112298
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Nuvalent, Inc.

One Broadway, 14th Floor Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (857) 357-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common stock, $0.0001 par value per share		NUVL		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

As previously disclosed in the Current Report on Form 8-K filed on June 9, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) by Nuvalent, Inc., a Delaware corporation (the “Company”), on June 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with GlaxoSmithKline LLC, a Delaware limited liability company (“Parent”), Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”) and, solely for purposes of Section 9.14 thereof, GSK plc, a public limited company organized under the laws of England and Wales (“Ultimate Parent”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on June 24, 2026, Purchaser commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the Company’s 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”), at a price of $124.00 per Share, net to the seller in cash, without interest (the “Offer Price”), but subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2026, and in the related Letter of Transmittal.

The Offer expired one minute after 11:59 p.m. Eastern Time, on July 14, 2026 (the “Expiration Time”) and was not extended. The depositary for the Offer advised that, as of the Expiration Time, a total of 72,518,967 Shares (comprising a total of 67,083,713 Class A Shares and 5,435,254 Class B Shares) were validly tendered and “received” (as defined in Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”)) by the depository and not validly withdrawn pursuant to the Offer, representing approximately 91.3% of the issued and outstanding Shares as of the Expiration Time (comprising approximately 90.7% of the issued and outstanding Class A Shares and 100.0% of the issued and outstanding Class B Shares as of the Expiration Time, respectively). Accordingly, the Minimum Tender Condition (as defined in the Merger Agreement) has been satisfied. Each condition to the Offer having been satisfied or waived, on July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. Parent and Purchaser are required to make prompt payment for such Shares in accordance with the terms of the Offer.

On July 15, 2026, following consummation of the Offer and the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser merged with and into the Company (the “Merger”), with the separate corporate existence of Purchaser ceasing and the Company continuing as the surviving corporation under the name “Nuvalent, Inc.” as a direct wholly owned subsidiary of Parent. The Merger was completed pursuant to Sections 251(c) and 251(h) of the DGCL without a vote of the Company’s stockholders.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

As described in the Introductory Note above, on July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. On July 15, 2026, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company’s stockholders required. Upon the consummation of the Merger, the Company became a direct wholly owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than any Shares (i) held in the treasury of the Company or owned by the Company or the Company’s subsidiary immediately prior to the Effective Time, (ii) owned by Ultimate Parent, Parent, Purchaser or any direct or indirect wholly owned subsidiary of Ultimate Parent, Parent or Purchaser immediately prior to the Effective Time and (iii) held by stockholders who have properly demanded appraisal of such Shares in accordance with the DGCL) was converted into the right to receive an amount in cash equal to the Offer Price, less applicable withholding of taxes.

In addition, at the Effective Time, each option to purchase Shares (a “Company Stock Option”) that was outstanding immediately prior to the Effective Time was cancelled and in exchange therefor the holder became entitled to receive an amount in cash, without interest and less applicable tax withholdings, equal to (i) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time (assuming full vesting of such Company Stock Option), multiplied by (ii) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.

1

Further, at the Effective Time, each restricted stock unit denominated in Class A Shares that was subject solely to time-based vesting (a “Company RSU”) that was outstanding immediately prior to the Effective Time was cancelled and in exchange therefor the holder became entitled to receive an amount in cash, without interest and less applicable tax withholdings, equal to (i) the total number of Shares subject to (or deliverable under) such Company RSU immediately prior to the Effective Time (assuming full vesting of such Company RSU), multiplied by (ii) the Offer Price. At the Effective Time, each restricted stock unit denominated in Class A Shares that was subject to time- and performance-based vesting (a “Company PSU”) that was outstanding immediately prior to the Effective Time was cancelled and in exchange therefor the holder became entitled to receive an amount in cash, without interest and less applicable tax withholdings, equal to (i) the total number of Shares subject to (or deliverable under) such Company PSU immediately prior to the Effective Time (assuming applicable performance goals are achieved in full), multiplied by (ii) the Offer Price.

The foregoing summary of certain terms of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full copy of the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on June 9, 2026 and incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company (i) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) halt trading of the Shares effective as of the evening of July 14, 2026 after market close and suspend trading in the Shares prior to market open on the morning of July 15, 2026, and (y) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

At the Effective Time, holders of Shares immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Offer Price for each Share held, pursuant to the Merger Agreement).

The information contained in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Offer and the consummation of the Merger, on July 15, 2026, a change in control of the Company occurred, and at the Effective Time, the Company became a wholly owned subsidiary of Parent. The total equity value of the transaction was approximately $10.6 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from borrowings under Parent’s credit facilities.

2

The information contained in the Introductory Note and in Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Directors

In accordance with the Merger Agreement, at the Effective Time, each of the directors of the Company (James R. Porter, Ph.D.; Grant C. Bogle; Michael L. Meyers, M.D., Ph.D.; Christy Oliger; Anna Protopapas; Ron Squarer; Sapna Srivastava, Ph.D.; and Cameron A. Wheeler, Ph.D.) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof.

As of the Effective Time, in accordance with the Merger Agreement, Justin T. Huang and Kevin T. Ryan, the directors of Purchaser immediately prior to the Effective Time, became the directors of the Company as the surviving corporation.

Officers

As of the Effective Time, in accordance with the Merger Agreement, each of the incumbent officers of the Company, as of immediately prior to the Effective Time, ceased to be officers of the Company.

As of the Effective Time, in accordance with the Merger Agreement, the officers of Purchaser immediately prior to the Effective Time became the officers of the Company as the surviving corporation. The officers of the Company as the surviving corporation as of the Effective Time are as follows: Justin T. Huang as President and Secretary, Kevin T. Ryan as Vice President and Treasurer, and Hatixhe Hoxha as Assistant Secretary. Biographical and other information with respect to Justin T. Huang, Kevin T. Ryan and Hatixhe Hoxha is set forth in Schedule I to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent on June 24, 2026 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s third amended and restated certificate of incorporation was amended and restated in its entirety, and the Company’s amended and restated bylaws were amended and restated in their entirety. Copies of the fourth amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1*		Agreement and Plan of Merger, dated as of June 9, 2026, among the Company, Parent and Purchaser, and, solely for purposes of Section 9.14 thereof, Ultimate Parent (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 9, 2026).
3.1		Fourth Amended and Restated Certificate of Incorporation (filed herewith).
3.2		Amended and Restated Bylaws (filed herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2)(ii). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Nuvalent, Inc.
By:		/s/ Justin Huang
		Name: Justin Huang
		Title:  President and Secretary

Dated: July 15, 2026

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 5.7 KB
• EX-3.2 EX-3.2 60.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB