Nuvalent director’s awards canceled for cash in GSK deal
Nuvalent, Inc. director Ron Squarer reported issuer dispositions of equity awards in connection with Nuvalent’s acquisition by a subsidiary of GlaxoSmithKline LLC.
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Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. director Ron Squarer reported issuer dispositions of equity awards in connection with Nuvalent’s acquisition by a subsidiary of GlaxoSmithKline LLC. Following a $124.00-per-share cash tender offer and subsequent merger, 6,281 time-based restricted stock units and stock options for 4,418 shares at a $105.74 exercise price were canceled and converted into rights to receive cash, leaving no reported holdings of these awards.
Insider Trade Summary
Disposition: 10,699 shares
Disposition
2 txns
Insider
Squarer Ron
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F5 | 4,418 | -- | -- |
| Disposition | Class A Common Stock - Restricted Stock Units F1, F2, F3, F4 | 6,281 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Class A Common Stock - Restricted Stock Units — 0 shares (Direct)
Footnotes (5)
- 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"),
- F2. (Continued from footnote 1) subject to applicable withholding tax. 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. 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
RSUs canceled: 6,281 units
Stock options canceled: 4,418 options
Offer Price: $124.00 per share
+2 more
5 metrics
RSUs canceled
6,281 units
Time-based Company RSUs canceled and converted into cash rights at merger effective time
Stock options canceled
4,418 options
Company Stock Options canceled and converted into cash rights under Merger Agreement
Offer Price
$124.00 per share
Cash paid per share for Class A and Class B stock in tender offer
Option exercise price
$105.74 per share
Exercise price of canceled Stock Option expiring on 2035-12-10
Merger Agreement date
June 9, 2026
Date of Agreement and Plan of Merger among Nuvalent, GlaxoSmithKline LLC, and affiliates
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, Company Stock Option, +1 more
5 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 financial
"Purchaser completed a tender offer (the "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.
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 did Nuvalent (NUVL) director Ron Squarer report in this Form 4?
Ron Squarer reported issuer dispositions of restricted stock units and stock options tied to Nuvalent’s merger with a GlaxoSmithKline LLC subsidiary. His affected awards were canceled and converted into rights to receive cash under the Merger Agreement’s tender offer terms.
How many Nuvalent (NUVL) restricted stock units were affected and how were they treated?
A total of 6,281 restricted stock units were affected. Each unit, representing one share of Class A Common Stock, was canceled at the merger’s effective time and converted into a right to receive cash equal to shares multiplied by the $124.00 Offer Price.
What happened to Ron Squarer’s Nuvalent (NUVL) stock options in the GSK merger?
Stock options covering 4,418 shares with a $105.74 exercise price and a 2035-12-10 expiration were canceled. Under the Merger Agreement, each Company Stock Option became a right to receive cash based on shares times the excess of the $124.00 Offer Price over the exercise price.
Who acquired Nuvalent (NUVL) under the Merger Agreement referenced in the Form 4?
Nuvalent entered a Merger Agreement with GlaxoSmithKline LLC as Parent and Harmony Row Acquisition Co. as Purchaser. After the tender offer and merger, Nuvalent survived the merger as a wholly owned subsidiary of GlaxoSmithKline LLC, with GSK plc noted as Ultimate Parent.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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