Nuvalent amends Schedule 14D-9 ahead of $124-per-share offer

Nuvalent, Inc. amended its Schedule 14D-9 to supplement disclosures regarding the recommended $124.00 per share cash tender offer by a GlaxoSmithKline subsidiary and to add financial detail, management forecasts and Centerview valuation analyses.

Rhea-AI Filing Summary

Nuvalent, Inc. amended its Schedule 14D-9 to supplement disclosures regarding the recommended $124.00 per share cash tender offer by a GlaxoSmithKline subsidiary and to add financial detail, management forecasts and Centerview valuation analyses. The amendment notes the Company received 11 demand letters challenging disclosures but states it denies the allegations and is voluntarily supplementing information to avoid transaction delay.

The supplement adds Centerview valuation ranges based on risk-adjusted revenue, management forecast tables (including $2,528 million risk-adjusted revenue for 2031), a $1,214 million net cash figure as of June 30, 2026, and references FTC premerger notification timing.

Insights

M&A Financial Advisor

Amendment supplements valuation and forecast disclosures tied to the $124.00 per-share offer.

Centerview’s analyses in the supplement present multiple implied equity value ranges (e.g., $74.50–$131.95, $83.20–$149.05, $106.15–$125.55) derived from selected public comps, precedent transactions and a DCF, anchored to management’s risk-adjusted revenue forecasts.

These ranges provide context to compare the $124.00 Offer Price against modeled outcomes; actual deal significance depends on deal-specific synergies and regulatory timing disclosed elsewhere.

Corporate Governance Counsel

Supplement addresses stockholder challenges and expands disclosure while denying legal merit of demand letters.

The Company reports receipt of 11 demand letters and adds clarifying language on prior discussions, employee retention expectations, FTC premerger filing and the management forecast assumptions. The amendment expressly denies that additional disclosure was legally required while voluntarily providing supplements to avoid delays to the Transactions.

Regulatory timing is noted (FTC waiting period referenced); subsequent filings or litigation are possible per the amendment’s language.

Key Figures

Offer Price: $124.00 per Share Risk-adjusted revenue (2031): $2,528 million Estimated net cash: $1,214 million +6 more

9 metrics

Offer Price $124.00 per Share cash consideration in the Offer to Purchase

Risk-adjusted revenue (2031) $2,528 million management forecast used in Centerview analyses

Estimated net cash $1,214 million as of June 30, 2026 per Internal Data

Implied equity range (public comps) $74.50–$131.95 per Share EV/2031E revenue multiple application

Implied equity range (precedent transactions) $83.20–$149.05 per Share TV/5-Year Forward Revenue Multiples application

Implied equity range (DCF) $106.15–$125.55 per Share discounted cash flow analysis

Demand letters received 11 letters stockholder challenges to disclosures

Fully-diluted share counts 73.7M Class A; 5.4M Class B used in Centerview per-share calculations

In-the-money options 7.9 million options; $46.09 weighted avg strike dilutive impact in share count

Key Terms

Schedule 14D-9, Offer to Purchase, TV/5-Year Forward Revenue Multiple, risk-adjusted revenue, +1 more

5 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement Under Section 14(d)(4)"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Offer to Purchase financial

"Offer to Purchase, dated June 24, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

TV/5-Year Forward Revenue Multiple financial

"TV/5-Year Forward Revenue Multiples observed for the selected transactions"

risk-adjusted revenue financial

"Company’s estimated risk-adjusted revenue for calendar year 2031"

Premerger Notification regulatory

"Parent and the Company filed their respective Premerger Notification and Report Forms"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Nuvalent (NUVL) say about the $124.00 per-share offer?

The company confirms the Offer Price is $124.00 per share in cash. The amendment compares that price to multiple Centerview valuation ranges derived from management forecasts and market precedents.

How many stockholder demand letters did Nuvalent receive and what is the company’s response?

Nuvalent received 11 demand letters challenging disclosures. The company denies the allegations and states it is voluntarily supplementing disclosures to avoid transaction delays and minimize related risks and costs.

What key financial forecasts did Nuvalent add in the amendment?

The amendment includes management forecasts showing $2,528 million of risk-adjusted net revenue for 2031 and detailed multi-year tables, plus an estimated $1,214 million net cash figure as of June 30, 2026.

How did Centerview’s valuation compare to the Offer Price?

Centerview produced implied equity value per Share ranges from multiple analyses, including $74.50–$131.95, $83.20–$149.05, and $106.15–$125.55, which it compared to the $124.00 Offer Price in its fairness context.

Has Nuvalent completed regulatory filings related to the transaction?

Nuvalent states that Parent and the Company filed Premerger Notification and Report Forms with the FTC on June 24, 2026, and references the FTC waiting period expiration timing in the amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/07/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 1)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

NUVALENT, INC.

(Name of Subject Company)

NUVALENT, INC.

(Name of Person(s) Filing Statement)

Class A Common Stock, $0.0001 par value per share

Class B Common Stock, $0.0001 par value per share

(Title of Class of Securities)

670703107

(CUSIP Number of Class A Common Stock)

James R. Porter

Chief Executive Officer

Nuvalent, Inc.

One Broadway, 14th Floor,

Cambridge, Massachusetts 02142

(857) 357-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With copies to:

Emily Oldshue

Nicholas Roper

Ropes & Gray LLP

800 Boylston Street, Prudential Tower

Boston, MA 02199

(617) 951-7000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 (this “Amendment”) to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Nuvalent, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the tender offer by Harmony Row Acquisition Co., a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of GlaxoSmithKline LLC, a Delaware limited liability company (“Parent”), which is an indirect wholly owned subsidiary of GSK plc, a public limited company organized under the laws of England and Wales (“Ultimate Parent”), to purchase any and all of the Company’s outstanding Class A Common Stock, $0.0001 par value per share (the “Class A Shares”), and Class B Common Stock, $0.0001 par value per share (the “Class B Shares” and, together with the Class A Shares, the “Shares”) in exchange for $124.00 per Share, net to the seller in cash, without interest (such consideration as it may be increased from time to time pursuant to the terms of the Merger Agreement, the “Offer Price”), subject to any applicable withholding taxes, and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase and other related materials, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”) filed jointly by Ultimate Parent, Parent and Purchaser with the Securities and Exchange Commission (the “SEC”) on June 24, 2026. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated therein by reference.

Since the initial filing of the Schedule 14D-9 and as of the filing of this Amendment, the Company has received 11 demand letters from purported stockholders of the Company (collectively the “Demand Letters”), challenging certain disclosures in the Schedule 14D-9. The Company believes that the disclosures originally set forth in the Schedule 14D-9 comply fully with all applicable laws, denies the allegations in the Demand Letters, and believes that the claims in the Demand Letters are without merit. The Company believes that no supplemental disclosure is required under applicable laws and that the Schedule 14D-9, as originally filed on June 24, 2026, disclosed all material information required to be disclosed therein. However, solely to avoid the risk of delay to the Transactions, to minimize any associated costs, risks, and uncertainties, and to provide additional information to its stockholders, the Company is voluntarily supplementing certain disclosures in the Schedule 14D-9 with the information set forth below under the sections titled “Item 4. The Solicitation or Recommendation” and “Item 8. Additional Information” (collectively, the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Demand Letters, including that any additional disclosure was or is required or material.

Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. The Supplemental Disclosures are identified below by bold, underlined text. Stricken-through text shows text being deleted from a referenced disclosure in the Schedule 14D-9.

Item 4. The Solicitation or Recommendation.

Item 4 is hereby amended and supplemented as follows:

The bold and underlined language is added to the first paragraph of the section “Background and Reasons for the Company Board’s Recommendation” on page 15:

The Company Board and the Company’s senior management have periodically reviewed and evaluated the Company’s business, financial performance, long-term strategies and strategic opportunities to enhance stockholder value, including licensing and collaboration opportunities for the Company’s oncology product candidates and other potential financial and strategic alternatives, in light of developments at the Company, in the biopharmaceutical industry, in the economy generally and in the financial markets. As part of these activities, and in the ordinary course of its business development efforts, the Company from time to time engaged in preliminary collaboration and strategic discussions with various participants in the biopharmaceutical industry regarding the Company’s programs, including

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its zidesamtinib and neladalkib product candidates. Except as described below, none of these discussions progressed beyond preliminary discussions, nor did the Company enter into any acquisition-related confidentiality or standstill agreements with parties other than as discussed below, and none of the confidentiality agreements entered into by the Company described below contained an explicit standstill provision and therefore none contained a “don’t ask, don’t waive” provision.

The bold and underlined language is added to the fourth full paragraph on page 24 in the section “Background and Reasons for the Company Board’s Recommendation”:

Following the call, on May 12, 2026, Ultimate Parent submitted a non-binding proposal to acquire all of the outstanding shares of the Company’s common stock for $120.00 per Share in cash, implying a fully-diluted equity value of approximately $10.3 billion (the “May 12 Proposal”), representing a 15% premium to the closing price of the Company’s Class A Shares on May 11, 2026. In the May 12 Proposal, Ultimate Parent noted that it would expect that the Company’s major stockholders, directors and officers to enter into agreements to support the transaction and also would expect to enter into retention agreements with key employees responsible for, among other things, the commercial launch of zidesamtinib and neladalkib, and that Ultimate Parent would look to announce a transaction in the coming weeks. No officers or directors of the Company had discussions with representatives of Ultimate Parent regarding specific terms of post-closing employment by Ultimate Parent or any of its subsidiaries.

The bold and underlined language is added to the first full paragraph on page 39 under the heading “Summary of Centerview Financial Analysis—Selected Public Company Analysis” in the section “Opinions of the Financial Advisor to the Company Board”:

The selected companies reviewed and the EV/2031E Revenue Multiples were as follows:

Selected Companies		EV/2031E Revenue Multiple
Celcuity Inc.			2.2x
CG Oncology, Inc.			1.8x
Cogent Biosciences, Inc.			2.8x
Crinetics Pharmaceuticals, Inc.			1.0x
Cytokinetics, Inc.			3.0x
Dyne Therapeutics, Inc.			1.0x
Insmed Inc.			2.7x
Revolution Medicines, Inc.			3.9x
Vera Therapeutics, Inc.			1.1x
Xenon Pharmaceuticals Inc.			2.6x

The bold and underlined language is added to and the struck through language is removed from the fourth full paragraph on page 39 under the heading “Summary of Centerview Financial Analysis—Selected Public Company Analysis” in the section “Opinions of the Financial Advisor to the Company Board”:

Applying this range of EV/2031E Revenue Multiples to the Company’s estimated risk-adjusted revenue for calendar year 2031 of $2,528 million, as set forth in the Internal Data, and adding to it the Company’s estimated net cash of $1,214 million as of June 30, 2026, as set forth in the Internal Data, and dividing the result of the foregoing by the number of fully-diluted outstanding Shares (calculated based on approximately 73.7 million shares of Class A common stock outstanding and approximately 5.4 million shares of Class B common stock outstanding, determined using the treasury stock method and taking into account the dilutive impact of approximately 7.9 million outstanding in-the-money options with a weighted average exercise price of $46.09, approximately 1.2 million restricted stock units and approximately 0.4 million performance stock units (including assumptions regarding the vesting of such performance stock units)) as of June 4, 2026, as set forth in the Internal Data, resulted in an implied equity value per Share range of $74.50 to $131.95, rounded to the nearest $0.05. Centerview then compared this range to the Offer Price and the Merger Consideration of $124.00 per Share to be paid to the holders of Shares (other than Excluded Shares) pursuant to the Merger Agreement.

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The bold and underlined language is added to the table on page 40 under the heading “Summary of Centerview Financial Analysis—Selected Precedent Transactions Analysis” in the section “Opinions of the Financial Advisor to the Company Board”:

Date Announced		Target		Acquiror		TV/5-Year Forward Revenue Multiple
February 23, 2026		Arcellx, Inc.		Gilead Sciences, Inc.			3.9x
October 26, 2025		Avidity Biosciences, Inc.		Novartis AG			3.3x
July 9, 2025		Verona Pharma plc		Merck & Co., Inc.			3.2x
December 22, 2023		Karuna Therapeutics, Inc.		Bristol-Myers Squibb Company			8.0x
November 30, 2023		ImmunoGen, Inc.		AbbVie Inc.			8.0x
July 28, 2023		Reata Pharmaceuticals, Inc.		Biogen Inc.			5.0x
April 30, 2023		IVERIC bio, Inc.		Astellas Pharma, Inc.			1.9x
May 10, 2022		Biohaven Pharmaceutical Holding Company Ltd.		Pfizer Inc.			3.5x

The bold and underlined language is added to and the struck through language is removed from the last paragraph starting on page 40 under the heading “Summary of Centerview Financial Analysis—Selected Precedent Transactions Analysis” in the section “Opinions of the Financial Advisor to the Company Board”:

The overall low to high TV/5-Year Forward Revenue Multiples observed for the selected transactions were 1.9x to 8.0x (with a median of 3.7x). Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, related to, among other things, differences in the business, operational and/or financial conditions and prospects of the Company and the companies included in the selected precedent transactions analysis, Centerview selected a reference range of TV/5-Year Forward Revenue Multiples of 3.0x to 6.0x derived from the selected transactions. In selecting this range of TV/5-Year Forward Revenue Multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences in business, operational and/or financial characteristics and other factors that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis. Applying this reference range of TV/5-Year Forward Revenue Multiples to the Company’s projected five-year forward risk-adjusted revenue of $1,938 million (based on 50% of the Company’s estimated risk-adjusted revenue for calendar year 2030 and 50% of the Company’s estimated risk-adjusted revenue for calendar year 2031), as set forth in the Internal Data, and adding to it the Company’s estimated net cash of $1,214 million as of June 30, 2026, as set forth in the Internal Data, and dividing the result of the foregoing by the number of fully-diluted outstanding Shares (calculated based on approximately 73.7 million shares of Class A common stock outstanding and approximately 5.4 million shares of Class B common stock outstanding, determined using the treasury stock method and taking into account the dilutive impact of approximately 7.9 million outstanding in-the-money options with a weighted average exercise price of $46.09, approximately 1.2 million restricted stock units and approximately 0.4 million performance stock units (including assumptions regarding the vesting of such performance stock units)) as of June 4, 2026, as set forth in the Internal Data, resulted in an implied equity value per Share range of $83.20 to $149.05, rounded to the nearest $0.05. Centerview then compared this range to the Offer Price and the Merger Consideration of $124.00 per Share to be paid to the holders of Shares (other than Excluded Shares) pursuant to the Merger Agreement.

The bold and underlined language is added to and the struck through language is removed from the third full paragraph on page 41 under the heading “Summary of Centerview Financial Analysis—Discounted Cash Flow Analysis” in the section “Opinions of the Financial Advisor to the Company Board”:

Centerview then divided the results of the foregoing calculations by the fully-diluted Shares outstanding (calculated based on approximately 73.7 million shares of Class A common stock outstanding and approximately 5.4 million shares of Class B common stock outstanding, determined using the treasury stock method and taking into account the dilutive impact of approximately 7.9 million outstanding in-the-money options with a weighted

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average exercise price of $46.09, approximately 1.2 million restricted stock units and approximately 0.4 million performance stock units (including assumptions regarding the vesting of such performance stock units)) as of June 4, 2026, as set forth in the Internal Data. This analysis resulted in an implied equity value per Share range of $106.15 to $125.55, rounded to the nearest $0.05. Centerview then compared this range to the Offer Price and the Merger Consideration of $124.00 per Share to be paid to the holders of Shares (other than Excluded Shares) pursuant to the Merger Agreement.

The bold and underlined language is added to the first bullet on page 42 under the heading “Summary of Centerview Financial Analysis—Other Factors” in the section “Opinions of the Financial Advisor to the Company Board”:

• Analyst Price Target Analysis. Centerview reviewed stock price targets for the Shares in nineteen publicly available Wall Street research analyst reports as of June 8, 2026, which indicated low and high price targets for the Shares ranging from $116.00 to $172.00 per Share.

Item 8. Additional Information.

Item 8 is hereby amended and supplemented as follows:

The second paragraph of the section “Regulatory Approvals” on page 53 is deleted and replaced in its entirety with the following:

Parent and the Company filed their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on June 24, 2026 and the waiting period applicable to the Offer is schedule to expire at 11:59 p.m., Eastern Time, on July 9, 2026.

The bold and underlined language is added to the third paragraph of the section “Certain Company Management Forecasts” on page 54:

The Management Forecasts were prepared by the Company’s senior management based on assumptions they believed to be reasonably achievable. The Management Forecasts reflect numerous assumptions including with respect to (i) the probability and timing of regulatory approval, commercial success, market size, market share, competition for neladalkib, zidesamtinib and the Company’s other product candidates; (ii) expectations regarding the likely trajectory of sales for neladalkib, zidesamtinib, and the Company’s other product candidates, if approved, including assumptions regarding pricing and reimbursement for neladalkib, zidesamtinib and the Company’s other product candidates; (iii) research and development expenses, sales, general and administrative expenses and other operating expenses; and (iv) other relevant factors relating to the Company’s strategic plan. The Management Forecasts are risk-adjusted based on the probability of success attributed to neladalkib, zidesamtinib and the Company’s other product candidates, and all indications for each product candidate in the Management Forecasts and the corresponding anticipated product candidate launch timelines are based on management assumptions and other considerations. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the projections prepared by Company management. The Management Forecasts cover multiple years, and thus, by their nature, become subject to greater uncertainty with each successive year.

The bold and underlined language is added to the table on page 55 in the section “Certain Company Management Forecasts”:

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MANAGEMENT FORECASTS

(dollars in millions)

Fiscal Year Ending December 31,

		2026E				2027E				2028E				2029E				2030E				2031E				2032E				2033E				2034E				2035E				2036E				2037E				2038E				2039E				2040E				2041E				2042E				2043E				2044E				2045E				2046E
Net Revenue		$	14			$	193			$	468			$	822			$	1,348			$	2,528			$	3,254			$	3,961			$	4,612			$	5,286			$	5,918			$	6,629			$	7,211			$	7,763			$	8,256			$	5,110			$	1,383			$	737			$	735			$	495			$	449
Gross Profit		$	13			$	178			$	425			$	730			$	1,187			$	2,195			$	2,822			$	3,433			$	3,994			$	4,576			$	5,119			$	5,738			$	6,238			$	6,710			$	7,126			$	4,628			$	1,261			$	675			$	672			$	447			$	401
Total R&D Expense		($	394	)		($	365	)		($	325	)		($	266	)		($	184	)		($	143	)		($	149	)		($	148	)		($	152	)		($	157	)		($	162	)		($	167	)		($	172	)		($	177	)		($	182	)		($	111	)		($	30	)		($	17	)		($	17	)		($	11	)		($	11	)
Total S&M Expense		($	98	)		($	203	)		($	289	)		($	337	)		($	425	)		($	438	)		($	451	)		($	465	)		($	479	)		($	493	)		($	508	)		($	523	)		($	539	)		($	555	)		($	571	)		($	282	)		($	96	)		($	64	)		($	65	)		($	29	)		($	22	)
Total G&A Expense		($	113	)		($	105	)		($	107	)		($	107	)		($	107	)		($	110	)		($	114	)		($	117	)		($	120	)		($	124	)		($	128	)		($	132	)		($	136	)		($	140	)		($	144	)		($	52	)		($	14	)		($	7	)		($	8	)		($	5	)		($	5	)
EBIT(1)		($	593	)		($	495	)		($	295	)		$	20			$	470			$	1,504			$	2,108			$	2,704			$	3,242			$	3,802			$	4,322			$	4,917			$	5,392			$	5,839			$	6,229			$	4,183			$	1,122			$	587			$	582			$	402			$	364
Less: Tax Expense (If Profitable)(2)			—				—				—				(5	)			(118	)			(376	)			(527	)			(676	)			(811	)			(950	)			(1,081	)			(1,229	)			(1,348	)			(1,460	)			(1,557	)			(1,046	)			(280	)			(147	)			(145	)			(100	)			(91	)
Less: Capital Expenditures			(1	)			(1	)			(1	)			(2	)			(3	)			(6	)			(8	)			(10	)			(12	)			(13	)			(15	)			(17	)			(18	)			(19	)			(21	)			(13	)			(3	)			(2	)			(2	)			(1	)			(1	)
Plus: Depreciation and Amortization			0				0				0				1				1				1				2				3				4				6				7				9				10				12				14				14				14				13				12				11				10
Less: Change in Net Working Capital			9				(23	)			(37	)			(52	)			(75	)			(187	)			(110	)			(109	)			(99	)			(102	)			(96	)			(107	)			(89	)			(85	)			(77	)			463				550				95				0				27				5
Unlevered Free Cash Flow(3)		($	585	)		($	518	)		($	333	)		($	38	)		$	275			$	936			$	1,465			$	1,913			$	2,325			$	2,742			$	3,137			$	3,573			$	3,948			$	4,287			$	4,588			$	3,602			$	1,402			$	547			$	447			$	338			$	287

The first paragraph of the section “Legal Proceedings” on page 56 is deleted and replaced in its entirety with the following:

Since the initial filing of the Schedule 14D-9 and as of the filing of this Amendment, the Company has received 11 demand letters from purported stockholders of the Company (collectively the “Demand Letters”), challenging certain disclosures in the Schedule 14D-9. One of the Demand Letters attached a draft complaint.

Other than the Demand Letters, as of the date of the filing of this Amendment, the Company is not aware of the filing of any lawsuits or the submission of any additional draft complaints or additional demand letters challenging the Transactions and/or alleging deficiencies with respect to this Schedule 14D-9; however, such lawsuits, demand letters or draft complaints may be filed or submitted, as applicable, in the future. If such additional lawsuits, demand letters or draft complaints are filed or submitted, as applicable, absent new or different allegations that are material, the Company will not necessarily announce such additional filings or submissions.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 7, 2026				NUVALENT, INC.
				By:		/s/ James R. Porter
				Name:		James R. Porter
				Title:		Chief Executive Officer

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