Nuvalent, Inc. (NUVL) officer exits via $124-per-share cash tender
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. officer Lane Benjamin reported transactions tied to the closing of a merger with a GlaxoSmithKline affiliate. He tendered 21,092 shares of Class A Common Stock in a cash tender offer at $124.00 per share. Equity awards, including 29,433 RSUs, 7,120 PSUs and multiple stock option grants, were cancelled and converted into cash-settled rights based on the Offer Price under the Merger Agreement.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Lane Benjamin
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 731 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 8,333 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 17,848 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 15,052 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 12,025 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 8,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 19,000 | -- | -- |
| U | Class A Common Stock | 21,092 | $124.00 | $2.62M |
| Disposition | Class A Common Stock - Restricted Stock Units | 29,433 | -- | -- |
| Grant/Award | Class A Common Stock - Performance Stock Units | 7,120 | $0.00 | -- |
| Disposition | Class A Common Stock - Performance Stock Units | 7,120 | -- | -- |
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 — 7,120 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 3,120 Company PSUs (as defined below) that were granted to the Reporting Person on January 6, 2025, and 4,000 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: 21,092 shares
Offer Price: $124.00 per share
Cancelled RSUs: 29,433 units
+3 more
6 metrics
Tendered Shares
21,092 shares
Class A Common Stock disposed pursuant to a cash tender offer
Offer Price
$124.00 per share
Cash consideration for tendered Class A and Class B Common Stock and for valuing equity awards
Cancelled RSUs
29,433 units
Restricted stock units cancelled and converted into cash rights at the Offer Price
Performance Stock Units
7,120 units
Company PSUs vesting pursuant to the Merger Agreement and converted into cash rights
Cancelled Options (1)
19,000 shares at $105.6400
Company Stock Options cancelled and cashed out based on excess of Offer Price over exercise price
Cancelled Options (2)
17,848 shares at $27.8500
Additional Company Stock Options cancelled and converted into cash-settled rights
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, performance-based vesting, +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.
performance-based vesting financial
"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)"
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
What insider transactions did Nuvalent (NUVL) officer Lane Benjamin report?
Lane Benjamin reported tendering 21,092 Class A shares in a cash offer and the cancellation of RSUs, PSUs and stock options, which were converted into rights to receive cash under the Merger Agreement with a GlaxoSmithKline affiliate.
What happened to Lane Benjamin’s Nuvalent (NUVL) restricted stock units in the merger?
29,433 restricted stock units were cancelled and converted into a right to receive cash. The cash amount equals the number of shares underlying each RSU multiplied by the $124.00 Offer Price, paid without interest and less applicable withholding taxes under the Merger Agreement.
How were Nuvalent (NUVL) performance stock units (PSUs) treated under the Merger Agreement?
7,120 performance stock units vested and were then cancelled and converted into cash rights. The cash equals the shares deliverable assuming full performance achievement multiplied by the $124.00 Offer Price, paid in cash without interest, subject to withholding taxes.
What happened to Lane Benjamin’s Nuvalent (NUVL) stock options in the merger?
Each Company Stock Option outstanding immediately before the merger was cancelled and converted into a right to receive cash. The cash equals shares subject to the option times the excess of $124.00 Offer Price over the option’s exercise price, if any.
Who acquired Nuvalent (NUVL) under the Merger Agreement described in the Form 4?
Nuvalent was acquired by GlaxoSmithKline LLC through its subsidiary Harmony Row Acquisition Co. After the tender offer, the subsidiary merged with and into Nuvalent, which survived as a wholly owned subsidiary of GlaxoSmithKline LLC under the Merger Agreement.