Nuvalent, Inc. (NUVL) — HSR waiting period cleared; $124/ share cash offer remains subject to closing conditions

Rhea-AI Filing Summary

Nuvalent, Inc. amends its Schedule 14D-9 to report that the Hart-Scott-Rodino (HSR Act) waiting period for the tender offer and related merger by Harmony Row Acquisition Co./GlaxoSmithKline LLC expired at 11:59 p.m. Eastern Time on July 9, 2026. The Offer contemplates cash consideration of $124.00 per share for each Class A and Class B share; the Offer and Merger remain subject to other closing conditions.

Insights

M&A Counsel

HSR clearance removes a regulatory timing obstacle but not other closing conditions.

The amendment confirms that the premerger notification waiting period under the HSR Act expired at 11:59 p.m. ET on July 9, 2026, satisfying that specific closing condition. Other contractual closing conditions in the Merger Agreement remain in force and the Offer may still be subject to approvals, deliveries or other customary pre-closing matters stated in the transaction documents.

Parties and investors should note the precise Offer Price disclosure of $124.00 per share and that the filing preserves all remaining conditions to closing.

Corporate Secretary

The company formally updated Item 8 to reflect the satisfied HSR condition and incorporated the Offer materials by reference.

The amendment states that the Offer to Purchase and Letter of Transmittal are filed as exhibits and that capitalized terms follow the Schedule 14D-9 definitions. This ties the timing and mechanics in the Schedule 14D-9 to the Offer materials filed on June 24, 2026.

Stakeholders should rely on the exhibit documents for the Offer mechanics, payment terms and any purchaser representations or conditions.

Key Figures

Offer Price: $124.00 per Share HSR waiting period expiration: 11:59 p.m. Eastern Time on July 9, 2026 Schedule TO/Offer filing date: June 24, 2026 +1 more

4 metrics

Offer Price $124.00 per Share cash consideration per Class A and Class B share as stated in the amendment

HSR waiting period expiration 11:59 p.m. Eastern Time on July 9, 2026 expiration of the required waiting period under the HSR Act for the Offer and Merger

Schedule TO/Offer filing date June 24, 2026 date the Offer to Purchase and Schedule TO were filed jointly

Amendment signature date July 10, 2026 date the Amendment No. 2 was signed by James R. Porter

Key Terms

HSR Act, Offer to Purchase, Schedule TO, Letter of Transmittal

4 terms

HSR Act regulatory

"The required waiting period under the HSR Act with respect to the Offer"

The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.

Offer to Purchase financial

"The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits"

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.

Schedule TO financial

"The Offer is described in a Tender Offer Statement on Schedule TO filed jointly"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Letter of Transmittal financial

"the related Letter of Transmittal (together with any amendments or supplements)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

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FAQ

What did Nuvalent (NUVL) report in this Amendment No. 2 to Schedule 14D-9?

The company reported that the HSR Act waiting period expired at 11:59 p.m. ET on July 9, 2026, satisfying that Offer/Merger closing condition while leaving other conditions in place.

What cash consideration does the Offer provide per Nuvalent share?

The Offer provides cash consideration of $124.00 per share for each Class A and Class B share, net to the seller in cash, subject to applicable withholding taxes.

Which documents contain the full mechanics of the Offer referenced by Nuvalent?

The Offer to Purchase and the Letter of Transmittal are filed as exhibits to the Schedule 14D-9 and together set forth the Offer mechanics, form of acceptance and payment procedures.

When were the Offer and related Schedule TO originally filed?

The Tender Offer Statement on Schedule TO and the Offer materials were filed jointly on June 24, 2026 by Ultimate Parent, Parent and Purchaser, as stated in the amendment.

Does the amendment say the transaction is closed?

No. The amendment states the HSR waiting period condition is satisfied but explicitly says the Offer and the Merger "remain subject to other closing conditions."

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 2)

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. 2 (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.

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.

Item 8. Additional Information

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by deleting the second paragraph of the section “Regulatory Approvals” on page 53 in its entirety and inserting the following after the last paragraph of such subsection:

“Parent and the Company filed their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on June 24, 2026.The required waiting period under the HSR Act with respect to the Offer and the Merger expired at 11:59 p.m., Eastern Time, on July 9, 2026. Accordingly, the condition of the Offer relating to the expiration or termination of the waiting period applicable to the Offer and the Merger under the HSR Act has been satisfied. The Offer and the Merger remain subject to other closing conditions.”

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 10, 2026				NUVALENT, INC.
				By:		/s/ James R. Porter
				Name:		James R. Porter
				Title:		Chief Executive Officer