Nuvalent (NUVL) director equity cashed out in $124 GSK buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. director Anna Protopapas reported dispositions of equity awards and shares on 2026-07-15 in connection with a change of control. A GlaxoSmithKline LLC subsidiary completed a tender offer to purchase all outstanding Nuvalent Class A and Class B Common Stock for $124.00 per share in cash, followed by a merger in which Nuvalent became a wholly owned subsidiary of GlaxoSmithKline LLC.
Protopapas tendered 5,146 shares of Class A Common Stock at the $124.00 Offer Price and disposed of 3,444 restricted stock units, which were canceled and converted into a cash right based on the Offer Price. Several stock option grants covering 4,147, 3,789, 15,000, 15,000 and 40,000 underlying shares, with exercise prices between $9.36 and $80.03 per share, were also canceled and converted into cash rights calculated under the Merger Agreement. Following these transactions, her reported holdings in these securities were reduced to zero.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Protopapas Anna
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 40,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 15,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 15,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 3,789 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 4,147 | -- | -- |
| U | Class A Common Stock | 5,146 | $124.00 | $638K |
| Disposition | Class A Common Stock - Restricted Stock Units | 3,444 | -- | -- |
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"), subject to applicable withholding tax. (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. 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
Offer Price: $124.00 per share
Class A shares tendered: 5,146 shares
Restricted stock units canceled: 3,444 units
+5 more
8 metrics
Offer Price
$124.00 per share
Cash consideration per share in the tender offer for Nuvalent Class A and Class B Common Stock
Class A shares tendered
5,146 shares
Class A Common Stock disposed of by director Anna Protopapas pursuant to the tender offer on 2026-07-15
Restricted stock units canceled
3,444 units
Time-based RSUs converted into a cash right equal to shares multiplied by the $124 Offer Price
Stock options canceled (exercise price $75.53)
4,147 options
Options on Class A Common Stock canceled and converted into cash; expire 2035-06-18
Stock options canceled (exercise price $80.03)
3,789 options
Options on Class A Common Stock canceled and converted into cash; expire 2034-06-12
Stock options canceled (exercise price $44.68)
15,000 options
Options on Class A Common Stock canceled and converted into cash; expire 2033-06-15
Stock options canceled (exercise price $9.36)
15,000 options
Options on Class A Common Stock canceled and converted into cash; expire 2032-06-16
Stock options canceled (exercise price $14.08)
40,000 options
Options on Class A Common Stock canceled and converted into cash; expire 2032-03-30
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, Company RSU, +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 financial
"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.
Company RSU financial
"each restricted stock unit that was subject solely to time-based vesting (a Company RSU)"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Nuvalent (NUVL) director Anna Protopapas report in this Form 4?
Anna Protopapas reported dispositions of Nuvalent equity tied to a change of control. Her Class A shares, restricted stock units, and several stock option grants were tendered or canceled and converted into cash rights under a merger with a GlaxoSmithKline affiliate.
What happened to Anna Protopapas’s Nuvalent (NUVL) restricted stock units?
She disposed of 3,444 restricted stock units, each representing one Class A share. Under the Merger Agreement, these time-based RSUs were canceled and converted into a right to receive cash equal to shares multiplied by the $124 Offer Price, less applicable taxes.
How were Nuvalent (NUVL) stock options treated in the GSK merger?
Each Nuvalent stock option held by Protopapas was canceled and converted into cash. The cash amount equals the number of shares subject to the option times the excess of the $124 Offer Price over the option’s exercise price, without interest and less taxes.
Does Anna Protopapas still hold the Nuvalent (NUVL) securities reported here?
For the securities reported, her post-transaction holdings are shown as zero. The Class A shares, restricted stock units, and listed stock option grants were tendered or canceled and converted into cash rights in connection with the tender offer and merger.