Nuvalent (NUVL) director cashes out equity in GSK merger deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. director Christy J. Oliger reported disposing of equity awards in connection with the GlaxoSmithKline transaction. She tendered 1,324 Class A shares in the offer at $124.00 per share and had 6,091 time-based RSUs and 6,119 stock options canceled and converted into cash rights under the Merger Agreement, leaving no holdings in these awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Oliger Christy J.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 6,119 | -- | -- |
| U | Class A Common Stock | 1,324 | $124.00 | $164K |
| Disposition | Class A Common Stock - Restricted Stock Units | 6,091 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Class A Common Stock — 0 shares (Direct);
Class A Common Stock - Restricted Stock Units — 0 shares (Direct)
Footnotes (1)
- 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"), (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. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Company. 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. 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: 1,324 shares
Offer Price: $124.00 per share
Restricted stock units canceled: 6,091 units
+2 more
5 metrics
Tendered shares
1,324 shares
Class A Common Stock disposed pursuant to tender offer at $124.00 per share
Offer Price
$124.00 per share
Cash consideration per Nuvalent share in tender offer and merger
Restricted stock units canceled
6,091 units
Time-based RSUs converted into cash right equal to units × Offer Price
Stock options canceled
6,119 options
Company Stock Options converted into cash right based on Offer Price and exercise price
Option exercise price
$75.53 per share
Exercise price of canceled Company Stock Options expiring 2035-06-18
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 regulatory
"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 ... (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
What did Christy J. Oliger report in Nuvalent (NUVL) on this Form 4?
Christy J. Oliger reported disposals of Nuvalent equity tied to its merger with GlaxoSmithKline, including tendering Class A shares and cashing out restricted stock units and stock options under the Merger Agreement terms.
What happened to Oliger’s restricted stock units in the Nuvalent (NUVL) merger?
Her 6,091 restricted stock units were canceled and converted into a right to receive cash equal to the number of units multiplied by the $124.00 Offer Price, subject to applicable withholding taxes.
How were Christy J. Oliger’s Nuvalent (NUVL) stock options treated?
Her 6,119 Company Stock Options with a $75.53 exercise price were canceled and converted into a cash right equal to shares times the excess, if any, of the $124.00 Offer Price over the exercise price.
Did Oliger retain any of these Nuvalent (NUVL) awards after the merger?
For each reported award type, her holdings fell to 0.0000 following the transactions, indicating she no longer holds these specific Class A shares, restricted stock units, or stock options reported on this Form 4.
What transaction codes appear in the Nuvalent (NUVL) Form 4 and what do they represent?
The filing shows code D for dispositions to the issuer of RSUs and options, and code U for a disposition pursuant to a tender offer, reflecting merger-related cash-out transactions rather than open-market trades.