Nuvalent (NUVL) director exits equity as GSK affiliate pays $124 per share
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. director Grant C. Bogle reported the cash-out of his equity in connection with the company’s acquisition by an affiliate of GlaxoSmithKline. A tender offer purchased outstanding Nuvalent shares at $124.00 per share, followed by a merger that made Nuvalent a wholly owned subsidiary of the buyer.
Bogle disposed of 3,714 shares of Class A Common Stock pursuant to the tender offer at $124.00 per share. In addition, 5,577 restricted stock units were cancelled and converted into a cash right equal to the Offer Price per underlying share. Two stock option awards covering 4,147 shares at $75.5300 and 4,851 shares at $93.7300 were also cancelled and converted into cash based on the excess of the $124.00 Offer Price over their exercise prices. Following these transactions, the reported holdings for these securities are 0 shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Bogle Grant C.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 4,851 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 4,147 | -- | -- |
| U | Class A Common Stock | 3,714 | $124.00 | $461K |
| Disposition | Class A Common Stock - Restricted Stock Units | 5,577 | -- | -- |
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)
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. 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: 3,714 shares
Restricted stock units cancelled: 5,577 units
+3 more
6 metrics
Offer Price
$124.00 per share
Cash consideration per share in the tender offer for Nuvalent stock.
Class A shares tendered
3,714 shares
Nuvalent Class A Common Stock tendered by Grant C. Bogle at $124.00 per share on 2026-07-15.
Restricted stock units cancelled
5,577 units
Company RSUs converted into a right to receive cash equal to units times the $124.00 Offer Price.
Stock option shares cancelled (75.5300 strike)
4,147 shares
Underlying shares of a Company Stock Option with a $75.5300 exercise price cancelled for cash.
Stock option shares cancelled (93.7300 strike)
4,851 shares
Underlying shares of a Company Stock Option with a $93.7300 exercise price cancelled for cash.
Post-transaction holdings reported
0 shares
Total shares following each reported disposition of Nuvalent equity by Grant C. Bogle.
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 (the "Merger Agreement"),"
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 (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 of Class A"
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
"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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Nuvalent (NUVL) director Grant C. Bogle report in this Form 4?
Grant C. Bogle reported dispositions of Nuvalent equity tied to its acquisition. His Class A shares, restricted stock units, and stock options were cashed out pursuant to a $124.00 per share tender offer and subsequent merger, leaving no reported remaining holdings.
What happened to Grant C. Bogle’s Nuvalent (NUVL) restricted stock units in the merger?
Bogle’s 5,577 restricted stock units were cancelled at the merger’s effective time. Each unit was converted into a right to receive cash equal to the $124.00 Offer Price per underlying share, less any applicable withholding taxes, instead of delivering Nuvalent Class A stock.
How were Nuvalent (NUVL) stock options held by Grant C. Bogle treated?
Two Nuvalent stock option grants for 4,147 shares at $75.5300 and 4,851 shares at $93.7300 were cancelled. Each option converted into cash equal to shares multiplied by the excess of the $124.00 Offer Price over its exercise price, subject to withholding.
What corporate transaction involving Nuvalent (NUVL) underlies this Form 4 activity?
The activity stems from an Agreement and Plan of Merger dated June 9, 2026. A GlaxoSmithKline LLC subsidiary completed a tender offer at $124.00 per share for Nuvalent, then merged into Nuvalent, which continues as a wholly owned subsidiary of the GlaxoSmithKline affiliate.