Nuvalent CFO reports equity cash-out in GSK deal
Nuvalent, Inc. Chief Financial Officer Alexandra Balcom reported transactions tied to the closing of a merger with a GlaxoSmithKline affiliate.
Rhea-AI Filing Summary
Nuvalent, Inc. Chief Financial Officer Alexandra Balcom reported transactions tied to the closing of a merger with a GlaxoSmithKline affiliate. She tendered 44,433 shares of Class A common stock for $124.00 per share in cash pursuant to a tender offer. In connection with the merger, 41,100 restricted stock units and multiple tranches of stock options were cancelled and converted into cash based on the $124.00 offer price and each option’s exercise price. Performance stock units totaling 14,350 shares, including 5,600 granted in 2025 and 8,750 granted in 2026, vested under the merger terms.
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Insights
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Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Balcom Alexandra
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F7 | 131,637 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 8,016 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 22,933 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 84,200 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 33,646 | -- | -- |
| 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 | 44,433 | $124.00 | $5.51M |
| 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
Tendered shares: 44,433 shares
Offer Price: $124.00 per share
Cancelled RSUs: 41,100 units
+4 more
7 metrics
Tendered shares
44,433 shares
Class A common shares tendered on 2026-07-15 pursuant to the offer
Offer Price
$124.00 per share
Cash paid per Nuvalent Class A and Class B common share in the tender offer
Cancelled RSUs
41,100 units
Restricted stock units cancelled and converted into cash rights at merger closing
Vested PSUs
14,350 units
Includes 5,600 PSUs from 2025 and 8,750 PSUs from 2026 vesting under merger
Stock options cancelled (1)
17,500 shares at $106.82
Options to buy Class A common stock cancelled; exercise price $106.82, expiring 2036-01-07
Stock options cancelled (2)
84,200 shares at $27.85
Options to buy Class A common stock cancelled; exercise price $27.85, expiring 2033-01-06
Stock options cancelled (3)
131,637 shares at $1.08
Options to buy Class A common stock cancelled; exercise price $1.08, expiring 2031-02-16
Key Terms
tender offer, restricted stock unit, performance stock unit, Agreement and Plan of Merger, +1 more
5 terms
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.
performance stock unit financial
"Each restricted stock unit that was subject to time- and performance-based vesting"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
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.
Company Stock Option financial
"Each option to purchase shares of Common Stock (a Company Stock Option)"
FAQ
What did Nuvalent (NUVL) CFO Alexandra Balcom report in this Form 4?
Alexandra Balcom reported tendering 44,433 Nuvalent Class A shares for cash at $124.00 per share and the cancellation of RSUs, PSUs, and stock options in exchange for cash consideration under a completed merger with a GlaxoSmithKline affiliate.
How were Nuvalent (NUVL) restricted stock units treated in the merger?
Each Nuvalent time-based restricted stock unit outstanding immediately before the merger was cancelled and converted into a right to receive cash equal to shares times the $124.00 offer price, without interest and less applicable withholding taxes.
What happened to Nuvalent (NUVL) performance stock units held by the CFO?
Performance stock units (PSUs) held by the CFO, including 5,600 PSUs from 2025 and 8,750 PSUs from 2026, vested under the merger agreement and were converted into rights to receive cash equal to the shares multiplied by the $124.00 offer price.
How were Nuvalent (NUVL) stock options affected by the merger?
Each Nuvalent stock option outstanding before the merger was cancelled and converted into a right to receive cash equal to the in-the-money value, calculated as shares subject to the option times the excess of the $124.00 offer price over the option’s exercise price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
