Nuvalent director’s awards cashed out in GSK deal
Nuvalent, Inc. director Sapna Srivastava reported dispositions of equity tied to the cash tender offer and merger with a GlaxoSmithKline affiliate.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. director Sapna Srivastava reported dispositions of equity tied to the cash tender offer and merger with a GlaxoSmithKline affiliate. She tendered 5,146 shares of Class A Common Stock at $124.00 per share and had 3,444 restricted stock units plus several stock option grants cancelled and converted into cash rights under the Merger Agreement, leaving the reported positions in these securities at zero.
Insights
Analyzing...
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Srivastava Sapna
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F5 | 68,500 | -- | -- |
| Disposition | Stock Option (Right to Buy) F5 | 20,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) F5 | 15,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) F5 | 3,789 | -- | -- |
| Disposition | Stock Option (Right to Buy) F5 | 4,147 | -- | -- |
| Tender Offer | Class A Common Stock F1, F2 | 5,146 | $124.00 | $638K |
| Disposition | Class A Common Stock - Restricted Stock Units F3, F4 | 3,444 | -- | -- |
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)
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"), 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. 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: 5146.0000
RSUs cancelled: 3444.0000
+5 more
8 metrics
Offer Price
$124.00 per share
Cash consideration per Nuvalent share exchanged in the tender offer
Class A shares tendered
5146.0000
Shares of Class A Common Stock disposed of pursuant to the tender offer on 2026-07-15
RSUs cancelled
3444.0000
Restricted stock units converted into cash rights under the Merger Agreement
Option shares cancelled (exercise $75.5300)
4147.0000
Stock Option with $75.5300 exercise price per share cancelled for cash
Option shares cancelled (exercise $80.0300)
3789.0000
Stock Option with $80.0300 exercise price per share cancelled for cash
Option shares cancelled (exercise $44.6800)
15000.0000
Stock Option with $44.6800 exercise price per share cancelled for cash
Option shares cancelled (exercise $9.3600)
20000.0000
Stock Option with $9.3600 exercise price per share cancelled for cash
Option shares cancelled (exercise $17.0000)
68500.0000
Stock Option with $17.0000 exercise price per share cancelled for cash
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 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 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
"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 transactions did Nuvalent (NUVL) director Sapna Srivastava report?
Director Sapna Srivastava reported dispositions tied to a merger. She tendered 5,146 Nuvalent Class A shares at $124.00 per share and had 3,444 restricted stock units plus several stock option grants cancelled and converted into cash rights under the Merger Agreement.
What happened to Nuvalent (NUVL) restricted stock units in the merger?
Each restricted stock unit represented a right to one Nuvalent Class A share. Under the Merger Agreement, outstanding time-based RSUs, including 3,444 units reported here, were cancelled and converted into cash equal to the number of shares underlying the RSU multiplied by the $124.00 Offer Price.
How were Nuvalent (NUVL) stock options treated under the Merger Agreement?
Each Company Stock Option outstanding immediately before the merger was cancelled. Holders became entitled to cash equal to the number of shares subject to the option multiplied by the excess, if any, of the $124.00 Offer Price over the option’s exercise price per share.
Did Sapna Srivastava retain any reported Nuvalent (NUVL) securities after these transactions?
For every security listed, the Form 4 shows 0.0000 shares remaining after the transactions. That includes the Class A Common Stock, the 3,444 RSUs, and each reported stock option grant, indicating no remaining holdings in these specific reported Nuvalent awards and shares.
What corporate change at Nuvalent (NUVL) is reflected in this Form 4?
The transactions reflect completion of a Merger Agreement with GlaxoSmithKline entities. After the tender offer closed, the acquisition vehicle merged with Nuvalent, and the company survived as a wholly owned subsidiary of GlaxoSmithKline LLC, with equity awards settled in cash.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates