Nuvalent, Inc. (NUVL) director exits holdings in $124 GSK merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. director Michael L. Meyers reported disposing of his Nuvalent equity in connection with its acquisition by GlaxoSmithKline affiliates. A tender offer purchased 5,146.0000 shares of Class A common stock at $124.00 per share, followed by a merger that made Nuvalent a wholly owned subsidiary of GlaxoSmithKline LLC.
In the same transaction, 3,444.0000 restricted stock units and multiple stock option grants covering 4,147.0000, 3,789.0000, 15,000.0000, 40,000.0000 and 8,361.0000 underlying shares were cancelled and converted into rights to receive cash based on the $124.00 offer price. The Form 4 shows 0.0000 holdings remaining in these reported securities after the transactions.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Meyers Michael L.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 8,361 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 40,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 15,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 3,789 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 4,147 | -- | -- |
| U | Class A Common Stock | 5,146 | $124.00 | $638K |
| Disposition | Class A Common Stock - Restricted Stock Units | 3,444 | -- | -- |
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: 5146.0000 shares
Restricted stock units cancelled: 3444.0000 units
+5 more
8 metrics
Offer Price
$124.00 per share
Cash paid per Nuvalent share in the tender offer
Class A shares tendered
5146.0000 shares
Nuvalent Class A common stock tendered by Michael L. Meyers
Restricted stock units cancelled
3444.0000 units
Company RSUs converted into cash based on the $124.00 offer price
Stock option grant 1
4147.0000 shares @ $75.5300
Company Stock Option cancelled; expiration 2035-06-18
Stock option grant 2
3789.0000 shares @ $80.0300
Company Stock Option cancelled; expiration 2034-06-12
Stock option grant 3
15000.0000 shares @ $44.6800
Company Stock Option cancelled; expiration 2033-06-15
Stock option grant 4
40000.0000 shares @ $19.4800
Company Stock Option cancelled; expiration 2032-10-04
Stock option grant 5
8361.0000 shares @ $6.8900
Company Stock Option cancelled; expiration 2031-04-29
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"
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 regulatory
"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 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
"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 did Nuvalent (NUVL) director Michael L. Meyers report in this Form 4?
He reported disposing of Nuvalent equity in connection with its acquisition by GlaxoSmithKline affiliates. The filing shows 5,146.0000 Class A shares at $124.00, plus 3,444.0000 restricted stock units and several stock option grants cancelled and converted into cash rights based on the offer price.
What happened to Michael L. Meyers’ restricted stock units in Nuvalent (NUVL)?
His 3,444.0000 restricted stock units, each representing one Class A share, were cancelled at merger closing. Under the merger agreement, each time-based RSU was converted into a right to receive cash equal to the number of shares subject to the RSU multiplied by the $124.00 offer price.
How were Michael L. Meyers’ Nuvalent (NUVL) stock options treated in the merger?
Several Company Stock Options covering 4,147.0000, 3,789.0000, 15,000.0000, 40,000.0000 and 8,361.0000 shares were cancelled. Each option was converted into a cash right equal to shares subject to the option times the excess, if any, of the $124.00 offer price over its exercise price.
Does Michael L. Meyers still hold Nuvalent (NUVL) securities after these transactions?
For the securities reported, the Form 4 shows 0.0000 shares or options remaining after the tender offer and merger-related cancellations. It reflects that his reported Class A shares, restricted stock units, and the listed stock option awards were fully disposed of or converted into cash rights.
What corporate events involving Nuvalent (NUVL) underpin this Form 4 filing?
The transactions stem from an Agreement and Plan of Merger dated June 9, 2026 among Nuvalent, GlaxoSmithKline LLC, a wholly owned acquisition subsidiary, and GSK plc. A tender offer for all outstanding shares was completed, followed by a merger making Nuvalent a wholly owned subsidiary.