Nuvalent CMO equity converted in GSK $124 offer
Turner Christopher Durant, Chief Medical Officer of Nuvalent, Inc., reported multiple equity award and share dispositions tied to GlaxoSmithKline LLC’s acquisition of Nuvalent under a June 9, 2026 Agreement and Plan of Merger.
Rhea-AI Filing Summary
Turner Christopher Durant, Chief Medical Officer of Nuvalent, Inc., reported multiple equity award and share dispositions tied to GlaxoSmithKline LLC’s acquisition of Nuvalent under a June 9, 2026 Agreement and Plan of Merger.
He tendered 31,530 Class A shares at $124.00 per share. In addition, 41,100 RSUs and 14,350 PSUs were cancelled and converted into cash based on the $124.00 offer price, and several stock option grants (including 144,200 options at $27.85 and 107,000 at $18.93) were cancelled for cash equal to the excess of the offer price over their exercise prices.
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Insights
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Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Turner Christopher Durant
Role
Chief Medical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F7 | 303,105 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 2,835 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 107,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 144,200 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 47,500 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 37,500 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 17,500 | -- | -- |
| Tender Offer | Class A Common Stock F1, F2 | 31,530 | $124.00 | $3.91M |
| Disposition | Class A Common Stock - Restricted Stock Units F3, F4 | 41,100 | -- | -- |
| Grant/Award | Class A Common Stock - Performance Stock Units F5 | 14,350 | $0.00 | $0.00 |
| Disposition | Class A Common Stock - Performance Stock Units F6 | 14,350 | -- | -- |
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 5,600 Company PSUs (as defined below) that were granted to the Reporting Person on January 6, 2025, and 8,750 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
Offer price per share: $124.00 per share
Shares tendered by CMO: 31,530 shares
Restricted stock units cancelled: 41,100 RSUs
+4 more
7 metrics
Offer price per share
$124.00 per share
Cash consideration for each Nuvalent Class A and Class B share tendered in the offer
Shares tendered by CMO
31,530 shares
Class A Common Stock tendered pursuant to the offer at $124.00 per share
Restricted stock units cancelled
41,100 RSUs
Company RSUs cancelled and converted into cash equal to shares times the $124.00 offer price
Performance stock units vested and cancelled
14,350 PSUs
Company PSUs that vested under the Merger Agreement and were converted into cash at the $124.00 offer price
Stock options cancelled (block 1)
144,200 options at $27.85 exercise price
Company Stock Options cancelled and converted into cash based on the excess of $124.00 over $27.85
Stock options cancelled (block 2)
107,000 options at $18.93 exercise price
Company Stock Options cancelled and converted into cash based on the excess of $124.00 over $18.93
Merger Agreement date
June 9, 2026
Date of the Agreement and Plan of Merger among Nuvalent, Parent, Purchaser and GSK plc
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, performance-based vesting, +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 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 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.
performance-based vesting financial
"Each 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)"
FAQ
What insider transactions did Turner Christopher Durant report for Nuvalent (NUVL)?
Turner Christopher Durant reported tendering 31,530 Nuvalent Class A shares at $124.00 per share and having his RSUs, PSUs and multiple stock option grants cancelled and converted into cash consideration in connection with GlaxoSmithKline LLC’s acquisition of Nuvalent.
How were Nuvalent (NUVL) restricted stock units treated in the merger?
Each Nuvalent restricted stock unit (Company RSU) was cancelled at the merger’s effective time and converted into a right to receive cash equal to the number of underlying shares multiplied by the $124.00 offer price, less applicable withholding taxes.
What happened to Nuvalent (NUVL) performance stock units held by Turner Christopher Durant?
Company PSUs held by Turner Christopher Durant, including 14,350 units that vested under the Merger Agreement, were cancelled and converted into a right to receive cash equal to the underlying shares, assuming performance goals were fully achieved, times the $124.00 offer price.
How were Nuvalent (NUVL) stock options treated in the GlaxoSmithKline merger?
Each Nuvalent Company Stock Option, including blocks such as 144,200 options at $27.85 and 107,000 at $18.93, was cancelled and converted into cash equal to shares subject to the option times the excess of $124.00 over its exercise price.
What is Nuvalent’s (NUVL) status after the GlaxoSmithKline transaction?
After completion of the cash tender offer and subsequent merger, the acquisition vehicle merged with and into Nuvalent, Inc., and Nuvalent survived the merger as a wholly owned subsidiary of GlaxoSmithKline LLC, referred to as Parent in the Merger Agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
