[Form 4] Nuvalent, Inc. Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. Chief Development Officer Darlene Noci reported merger-related equity transactions tied to a GlaxoSmithKline affiliate’s tender offer and subsequent merger. She tendered 17,017 shares of Class A Common Stock at $124.00 per share, while her restricted stock units, performance stock units and stock options were cancelled and converted into the right to receive cash based on the Offer Price under the Merger Agreement. A total of 14,350 performance stock units vested in connection with the merger, and the reported awards and options show zero remaining balances after these transactions.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Noci Darlene
Role
Chief Development Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 216 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 6,091 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 15,112 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 21,259 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 81,329 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 33,646 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 37,500 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 17,500 | -- | -- |
| U | Class A Common Stock | 17,017 | $124.00 | $2.11M |
| Disposition | Class A Common Stock - Restricted Stock Units | 41,100 | -- | -- |
| Grant/Award | Class A Common Stock - Performance Stock Units | 14,350 | $0.00 | -- |
| Disposition | Class A Common Stock - Performance Stock Units | 14,350 | -- | -- |
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);
Class A Common Stock - Performance Stock Units — 14,350 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. 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. 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. 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: 17,017 shares of Class A Common Stock
Offer Price: $124.00 per share
Performance stock units vested: 14,350 units
+3 more
6 metrics
Tendered shares
17,017 shares of Class A Common Stock
Shares exchanged for $124.00 per share in the Offer
Offer Price
$124.00 per share
Cash consideration per share of Class A and Class B Common Stock in the tender offer
Performance stock units vested
14,350 units
Company PSUs granted on January 6, 2025 and January 7, 2026 that vested under the Merger Agreement
Restricted stock units canceled
41,100 units
Company RSUs cancelled and converted into a cash right based on the $124.00 Offer Price
Stock option block canceled (high strike)
17,500 options at $106.82 exercise price
Company Stock Option converted into a cash right equal to shares times the excess of $124.00 over $106.82
Stock option block canceled (larger grant)
81,329 options at $27.85 exercise price
Company Stock Option converted into a cash right using the $124.00 Offer Price less the $27.85 exercise price
Key Terms
tender offer, restricted stock unit, Company PSU, Company Stock Option, +2 more
6 terms
tender offer financial
"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 PSU financial
"restricted stock unit that was subject to time- and performance-based vesting (a "Company PSU")"
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.
Merger Agreement financial
"Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement")"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
FAQ
What insider transactions did Nuvalent (NUVL) report for Darlene Noci?
Nuvalent reported that Chief Development Officer Darlene Noci tendered 17,017 Class A shares at $124.00 per share in a completed tender offer and merger, and that her RSUs, PSUs and stock options were cancelled and converted into cash rights under the Merger Agreement.
How were Nuvalent (NUVL) restricted stock units treated in the GSK merger?
Each Nuvalent restricted stock unit (Company RSU) outstanding immediately before the merger was cancelled and converted into the right to receive cash equal to the number of underlying shares multiplied by the $124.00 Offer Price, without interest and less applicable withholding taxes.
What happened to Nuvalent (NUVL) performance stock units held by Darlene Noci?
A total of 14,350 Company PSUs granted to Darlene Noci vested pursuant to the Merger Agreement. Each performance stock unit was then cancelled and converted into the right to receive cash equal to the number of shares, assuming full performance achievement, times the $124.00 Offer Price.
How were Nuvalent (NUVL) stock options handled under the Merger Agreement?
Each outstanding Nuvalent stock option (Company Stock Option) was cancelled at the merger’s effective time and converted into the right to receive cash equal to the number of option shares multiplied by the excess, if any, of the $124.00 Offer Price over the applicable exercise price per share.
Does Darlene Noci retain any Nuvalent (NUVL) equity awards after these transactions?
The Form 4 shows zero shares or units remaining for the reported common stock, RSUs, PSUs and stock options after the tender offer and merger-related cancellations. This indicates the disclosed equity awards and options were fully settled into cash rights under the Merger Agreement.