Nuvalent, Inc. SEC Filings

GSK plc has announced a planned cash tender offer to acquire all issued and outstanding Class A and Class B common stock of Nuvalent, Inc. The announcement references an Agreement and Plan of Merger dated June 9, 2026 between GlaxoSmithKline LLC, Harmony Row Acquisition Co. and Nuvalent.

The communication is a pre-commencement Schedule TO filing and states the tender offer has not yet commenced. When the offer is launched, GSK plc, Parent and Purchaser will file a Tender Offer Statement on Schedule TO and Nuvalent will file a Solicitation/Recommendation Statement on Schedule 14D-9.

Nuvalent, Inc. entered into a Merger Agreement for GSK to acquire all Class A and Class B shares via a tender offer at $124.00 per share in cash. Following the offer, GSK’s subsidiary will merge into Nuvalent under Delaware law, with remaining shares also cashed out at the same price.

The offer requires at least a majority of Nuvalent’s Class A shares to be tendered and customary regulatory clearances, including expiration of the Hart-Scott-Rodino waiting period. An outside date of December 9, 2026 applies. Certain shareholders owning about 28% of Class A shares agreed to tender. Nuvalent must pay a $350,475,000 termination fee in specified scenarios, including accepting a superior proposal or a board recommendation change.

GSK values the equity of Nuvalent at about $10.6 billion and expects the deal, funded mainly with debt and cash, to contribute to its revenue growth from 2027. GSK states the $124 price reflects a 40% premium to the last closing price and a 26% premium to the 30-day VWAP.

NUVL registers 90,000 Class A Common shares related to a stock option exercise effective 06/08/2026.

The filing lists the method as cash and identifies the transaction type as a stock option exercise with shares to be sold through J.P. Morgan Securities LLC. The excerpt also reports two prior dispositions by James Richard Porter of 30,000 shares each on 04/06/2026 and 05/04/2026, with post-sale positions shown as 3,113,217 and 3,050,772, respectively.

Nuvalent, Inc. Chief Financial Officer Alexandra Balcom reported a mix of stock sales and an option exercise in Class A Common Stock. On June 1, 2026, she sold a total of 11,430 shares in multiple open-market transactions at weighted average prices within ranges from $94.48 to $104.19 per share under a pre-arranged Rule 10b5-1 trading plan adopted on December 23, 2025.

On the same date, she exercised stock options to acquire 11,430 shares at an exercise price of $6.89 per share. Following these transactions, Balcom directly owned 85,533 shares of Nuvalent Class A Common Stock, indicating she retained a substantial equity position after the activity.

Nuvalent, Inc.’s Chief Development Officer, Darlene Noci, reported a combination of option exercise and share sales in Class A Common Stock. On May 28, 2026, she exercised stock options to acquire 5,500 shares at an exercise price of $27.85 per share and sold 5,500 shares in open-market transactions.

The sales occurred in multiple trades at reported weighted average prices including $109.76, $109.30, $108.01, $107.33, and $106.26 per share. According to a footnote, these transactions were carried out under a Rule 10b5-1 trading plan adopted on November 18, 2024, indicating they were pre-arranged rather than timed discretionarily.

Nuvalent, Inc.’s Chief Legal Officer Deborah Ann Miller reported an exercise-and-sell transaction involving 5,500 shares of Class A Common Stock. On May 28, 2026, she exercised stock options for 5,500 shares at an exercise price of $6.89 per share and sold 5,500 shares in multiple open-market trades at weighted average prices between approximately $105.87 and $109.76 per share pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on November 18, 2024.

Following these transactions, she directly holds 59,634 shares of Nuvalent Class A Common Stock, indicating she retains a substantial equity position while monetizing part of her stake using fully vested options.

Nuvalent, Inc. reported a net loss of $109.3 million for the quarter ended March 31, 2026, wider than the $84.6 million loss a year earlier, as it accelerated R&D and commercial preparation. Research and development expenses rose to $83.6 million, while general and administrative costs increased to $35.8 million, reflecting higher headcount, stock-based compensation and launch planning.

The company remains pre-revenue and focused on oncology programs led by zidesamtinib, neladalkib and NVL‑330. It ended the quarter with $1.3 billion in cash, cash equivalents and marketable securities and believes this will fund operations into 2029, despite an accumulated deficit of about $1.1 billion.

Nuvalent, Inc. reported first quarter 2026 results and highlighted major regulatory milestones for its lung cancer pipeline. Cash, cash equivalents and marketable securities were $1.3 billion as of March 31, 2026, and the company expects this to fund operations into 2029.

For the quarter, Nuvalent recorded a net loss of $109.3 million, with research and development expenses of $83.6 million and general and administrative expenses of $35.8 million. An NDA for neladalkib in ALK-positive NSCLC was submitted, and the NDA for zidesamtinib in ROS1-positive NSCLC is under FDA review with a PDUFA target action date of September 18, 2026.

Nuvalent, Inc. President and CEO James Richard Porter reported an exercise-and-sell transaction involving the company’s Class A common stock. On May 4, 2026, he exercised stock options to acquire 30,000 shares at $18.93 per share, then sold 30,000 shares in open-market trades.

The sales occurred in multiple transactions at weighted average prices between about $98.28 and $103.05, executed pursuant to a Rule 10b5-1 trading plan adopted on December 4, 2025. Following these transactions, Porter directly holds 354,879 shares of Class A common stock and 178,686 stock options expiring on January 4, 2032.