Nuvalent CEO tenders 203,529 shares at $124
Nuvalent, Inc. President and CEO James Richard Porter reported equity transactions tied to a tender offer and subsequent merger with an affiliate of GSK plc.
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Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. President and CEO James Richard Porter reported equity transactions tied to a tender offer and subsequent merger with an affiliate of GSK plc. He tendered 203,529 Class A shares at $124.00 per share in cash. All reported RSUs, PSUs and stock options were canceled and converted into cash rights based on this Offer Price, with post-transaction holdings shown as 0 for all listed Nuvalent equity securities.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
Porter James Richard
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F7 | 508,942 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 49,401 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 33,423 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 867,172 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 118,686 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 131,494 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 161,100 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 112,500 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 46,250 | -- | -- |
| Tender Offer | Class A Common Stock F1, F2 | 203,529 | $124.00 | $25.24M |
| Disposition | Class A Common Stock - Restricted Stock Units F3, F4 | 121,350 | -- | -- |
| Grant/Award | Class A Common Stock - Performance Stock Units F5 | 40,025 | $0.00 | $0.00 |
| Disposition | Class A Common Stock - Performance Stock Units F6 | 40,025 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Class A Common Stock — 0 shares (Direct);
Class A Common Stock - Restricted Stock Units — 0 shares (Direct);
Class A Common Stock - Performance Stock Units — 0 shares (Direct)
Footnotes (7)
- F1. Pursuant 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.
- F3. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Company.
- F4. Pursuant 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.
- F5. Represents vesting of 16,900 Company PSUs (as defined below) that were granted to the Reporting Person on January 6, 2025, and 23,125 Company PSUs that were granted to the Reporting Person on January 7, 2026, and vested pursuant to the Merger Agreement.
- F6. Pursuant 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.
- F7. Pursuant 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.
Key Figures
Tendered Shares: 203,529 shares
Offer Price: $124.00 per share
Performance Stock Units: 40,025 units
+4 more
7 metrics
Tendered Shares
203,529 shares
Class A Common Stock tendered by the CEO on 2026-07-15 pursuant to the offer
Offer Price
$124.00 per share
Cash consideration per Nuvalent share in the tender offer and merger
Performance Stock Units
40,025 units
Company PSUs vested and then canceled for cash under the Merger Agreement
Restricted Stock Units
121,350 units
Company RSUs canceled and converted into cash rights at the Offer Price
Options at $106.82
46,250 options
Stock options canceled for cash based on Offer Price minus $106.82 exercise price
Options at $78.09
112,500 options
Stock options canceled for cash based on Offer Price minus $78.09 exercise price
Options at $6.89
867,172 options
Stock options canceled for cash based on Offer Price minus $6.89 exercise price
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, performance-based vesting, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated June 9, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer regulatory
"Purchaser completed a tender offer to purchase all 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.
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share"
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.
performance-based vesting financial
"restricted stock unit that was subject to time- and performance-based vesting"
Company Stock Option financial
"Each option to purchase shares of Common Stock (a "Company Stock Option")"
Offer Price financial
"were exchanged for $124.00 per share, net to the seller in cash (the "Offer Price")"
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Nuvalent (NUVL) report for its CEO on July 15, 2026?
Nuvalent’s President and CEO James Richard Porter tendered 203,529 Class A common shares at $124.00 per share in cash, in connection with a completed tender offer and merger involving GlaxoSmithKline LLC and its affiliate GSK plc.
How were Nuvalent (NUVL) RSUs treated in the GSK acquisition?
Each Nuvalent restricted stock unit (RSU) was canceled and converted into a cash right equal to the number of underlying shares multiplied by the $124.00 Offer Price, paid in cash without interest and subject to applicable withholding taxes under the Merger Agreement.
What happened to Nuvalent (NUVL) performance stock units (PSUs) held by the CEO?
A total of 40,025 Company PSUs vested for the CEO under the Merger Agreement and were then canceled. Each PSU was converted into a cash right equal to the underlying shares, assuming full performance achievement, multiplied by the $124.00 Offer Price.
How were Nuvalent (NUVL) stock options handled in the GSK merger?
Each Nuvalent stock option was canceled and converted into a cash right equal to the number of option shares times the excess of the $124.00 Offer Price over the option’s exercise price, without interest and less applicable withholding taxes, for options that were in the money.
Does the Nuvalent (NUVL) CEO retain any equity after the GSK transaction?
For all Nuvalent securities listed in the report, including Class A common stock, RSUs, PSUs and stock options, the post-transaction holdings for the CEO are shown as 0 shares or units, reflecting the cash settlement mechanics of the tender offer and merger.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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