Nuvalent (NUVL) CLO exits equity via $124-per-share GSK tender offer and merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nuvalent, Inc. Chief Legal Officer Deborah Ann Miller reported cash-settling her equity in connection with Nuvalent’s acquisition by a GlaxoSmithKline affiliate. She tendered 18534 Class A shares at $124.00 per share and had PSUs, RSUs and several stock option grants canceled for cash under a June 9, 2026 Merger Agreement.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Miller Deborah Ann
Role
Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 72,608 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 61,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 75,154 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 47,500 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 37,500 | -- | -- |
| Disposition | Stock Option (Right to Buy) | 17,500 | -- | -- |
| U | Class A Common Stock | 18,534 | $124.00 | $2.30M |
| 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
Shares tendered: 18534 shares
Offer Price: $124.00 per share
Performance Stock Units: 14350 units
+3 more
6 metrics
Shares tendered
18534 shares
Class A Common Stock disposed of pursuant to a tender offer at $124.00 per share
Offer Price
$124.00 per share
Cash consideration for each Nuvalent share in the tender offer and subsequent merger
Performance Stock Units
14350 units
Company PSUs vesting for Miller under the Merger Agreement, based on 2025 and 2026 grants
Restricted Stock Units canceled
41100 units
Time-based Company RSUs canceled and converted into cash at the Offer Price
Stock option grant
75154 shares at $27.85
Company Stock Option canceled; exercise price $27.85, expiration 2033-01-06
Stock option grant
72608 shares at $6.89
Company Stock Option canceled; exercise price $6.89, expiration 2031-04-29
Key Terms
tender offer, Agreement and Plan of Merger, restricted stock unit, performance-based vesting, +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.
Agreement and Plan of Merger financial
"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.
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.
performance-based vesting financial
"restricted stock unit that was subject to time- and performance-based vesting (a "Company PSU")"
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.
Company Stock Option financial
"each option to purchase shares of Common Stock (a "Company Stock Option")"
FAQ
What did Nuvalent (NUVL) executive Deborah Ann Miller report in this Form 4?
Deborah Ann Miller, Nuvalent’s Chief Legal Officer, reported disposing of equity in connection with a change-of-control transaction. She tendered common shares and had PSUs, RSUs and stock options canceled for cash consideration under a June 9, 2026 merger agreement with GlaxoSmithKline affiliates.
How were Deborah Ann Miller’s RSUs and PSUs in Nuvalent (NUVL) treated in the merger?
Her time-based RSUs and performance-based PSUs were canceled and converted into cash under the Merger Agreement. Each unit became a right to receive cash equal to the number of underlying shares multiplied by the $124.00 Offer Price, less applicable withholding taxes.
What happened to Miller’s Nuvalent (NUVL) stock options under the Merger Agreement?
Each Nuvalent stock option held by Miller was canceled and converted into a cash right. The cash amount equaled the number of option shares multiplied by the excess, if any, of the $124.00 Offer Price over the option’s exercise price, less applicable withholding taxes.
Was Deborah Ann Miller’s Nuvalent (NUVL) transaction an open-market sale?
No. Her reported dispositions occurred pursuant to a tender offer and merger, not open-market trading. Common shares were exchanged at $124.00 per share, while PSUs, RSUs and stock options were canceled and settled in cash under the negotiated Merger Agreement terms.