Nuvalent CSO equity cashed out at $124 tender offer
Nuvalent, Inc. Chief Scientific Officer Henry E. Pelish reported multiple equity dispositions tied to the company’s change of control.
Rhea-AI Filing Summary
Nuvalent, Inc. Chief Scientific Officer Henry E. Pelish reported multiple equity dispositions tied to the company’s change of control. He tendered 22,393 Class A common shares at $124.00 per share in a completed tender offer by a GlaxoSmithKline LLC affiliate.
Pursuant to the merger agreement, his time-based restricted stock units and performance stock units, as well as several stock option grants with various exercise prices, were cancelled and converted into cash based on the same $124.00 Offer Price, less applicable withholding taxes.
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Negative
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Insights
Analyzing...
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Pelish Henry E.
Role
Chief Scientific Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F7 | 3,258 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 2,113 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 8,309 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 9,900 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 21,073 | -- | -- |
| Disposition | Stock Option (Right to Buy) F7 | 18,600 | -- | -- |
| 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 | 22,393 | $124.00 | $2.78M |
| 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: 22,393 shares
Offer Price: $124.00 per share
Cancelled RSUs: 41,100 units
+5 more
8 metrics
Tendered Shares
22,393 shares
Class A common stock tendered for cash at the Offer Price in the completed offer
Offer Price
$124.00 per share
Cash paid for each Nuvalent Class A and Class B share tendered in the offer
Cancelled RSUs
41,100 units
Time-based restricted stock units cancelled and converted into cash at the Offer Price
Performance Stock Units
14,350 units
Company PSUs vesting in connection with the merger and treated under the Offer Price formula
Option Block 1
17,500 shares at $106.82
Stock option cancelled and converted into cash based on $124.00 Offer Price
Option Block 2
37,500 shares at $78.09
Stock option cancelled and converted into cash based on $124.00 Offer Price
Lowest Exercise Price Option
3,258 shares at $6.89
Older stock option grant cancelled and cashed out using the Offer Price formula
Derivative Transactions
8 option entries
Total derivative-type transactions reported for stock options on the transaction date
Key Terms
tender offer, restricted stock unit, performance stock unit, Agreement and Plan of Merger, +2 more
6 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 financial
"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.
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.
Company Stock Option financial
"each option to purchase shares of Common Stock (a Company Stock Option)"
FAQ
What did Nuvalent (NUVL) Chief Scientific Officer Henry E. Pelish report in this Form 4?
Henry E. Pelish reported tendering 22,393 Class A shares at $124.00 per share and the cash cancellation of his restricted stock units, performance stock units, and stock options, all in connection with Nuvalent’s merger with a GlaxoSmithKline LLC affiliate.
How were Nuvalent (NUVL) restricted stock units treated under the merger agreement?
Each time-based restricted stock unit was cancelled and converted into cash equal to the number of shares underlying the unit multiplied by the $124.00 Offer Price, paid without interest and reduced by applicable withholding taxes, at the merger’s effective time.
What happened to Henry Pelish’s performance stock units in the Nuvalent (NUVL) merger?
Performance stock units that were outstanding immediately before the merger were treated as if performance goals were fully achieved, then cancelled and converted into cash equal to underlying shares multiplied by the $124.00 Offer Price, less applicable withholding taxes.
How were Nuvalent (NUVL) stock options held by Henry Pelish handled in the transaction?
Each outstanding Nuvalent stock option was cancelled and converted into cash equal to shares subject to the option multiplied by the excess, if any, of the $124.00 Offer Price over the option’s exercise price, without interest and less taxes.
Who acquired Nuvalent, Inc. (NUVL) in the transaction referenced by this Form 4?
GlaxoSmithKline LLC, through its wholly owned subsidiary Harmony Row Acquisition Co. and with GSK plc as ultimate parent, completed a tender offer and subsequent merger in which Nuvalent became a wholly owned subsidiary of GlaxoSmithKline LLC.
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