GSK plc to pursue cash tender offer for Nuvalent (NASDAQ: NUVL)

Rhea-AI Filing Summary

GSK plc, together with GlaxoSmithKline LLC and acquisition subsidiaries, announced a planned cash tender offer to acquire all issued and outstanding Class A and Class B shares of Nuvalent, Inc. The parties referenced an Agreement and Plan of Merger dated June 9, 2026. The announcement is a pre-commencement communication and the tender offer has not yet commenced. The filing states that 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. The documents will be made available free on the SEC website and on the companies' investor sites. The communication contains forward-looking statements and directs readers to the "Risk Factors" in GSK plc's Annual Report on Form 20-F for the year ended December 31, 2025.

Insights

M&A Strategist

GSK intends a cash tender offer to acquire Nuvalent under a merger agreement dated June 9, 2026.

The Schedule TO filing is a pre-commencement communication announcing a planned tender offer for all issued and outstanding Class A and Class B shares of Nuvalent; offer materials will be filed when the offer commences. The announcement confirms the transaction structure: Parent and Purchaser as offerors and a merger agreement as the governing instrument.

Execution risks named in the text include customary closing conditions and regulatory approvals. Timing and consideration are not stated in this excerpt; subsequent filings will supply the Offer to Purchase, Letter of Transmittal and related documents.

Corporate Governance Counsel

The communication stresses procedural steps and disclosure obligations for both offerors and the target.

The notice instructs shareholders to read the Tender Offer Statement and the Solicitation/Recommendation Statement when filed and explains where free copies will be available. It reiterates that the announcement is not the offer and that materials will contain important shareholder decision information.

Shareholder action depends on the forthcoming tender materials; the filing highlights customary risk-factor disclosures and conditions to closing but does not specify the offer price, acceptance condition thresholds, or regulatory timelines.

Key Figures

Agreement date: June 9, 2026 CUSIP (Class A): 670703107 Par value: $0.0001 per share +2 more

5 metrics

Agreement date June 9, 2026 Agreement and Plan of Merger date

CUSIP (Class A) 670703107 Underlying Class A Common Stock CUSIP

Par value $0.0001 per share Class A and Class B common stock par value

Form 20-F year December 31, 2025 GSK plc Annual Report referenced for Risk Factors

Filing type Schedule TO-C Pre-commencement tender offer communication

Key Terms

Schedule TO, Solicitation/Recommendation Statement on Schedule 14D-9, pre-commencement communication

3 terms

Schedule TO regulatory

"the pre-commencement communication filed under cover of this Tender Offer Statement on Schedule TO"

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.

Solicitation/Recommendation Statement on Schedule 14D-9 regulatory

"the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9"

pre-commencement communication regulatory

"The pre-commencement communications filed under cover of this Tender Offer Statement"

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

NUVALENT, INC.

(Name of Subject Company)

HARMONY ROW ACQUISITION CO.,

GLAXOSMITHKLINE LLC

and

GSK PLC

(Name of Filing Persons (Offerors))

Class A Common Stock, par value $0.0001 per share

Class B Common Stock, par value $0.0001 per share

(Title of Class of Securities)

670703107

(CUSIP Number of Class of Securities (Underlying Class A Common Stock))

N/A

(CUSIP Number of Class of Securities (Underlying Class B Common Stock))

David Rea

GlaxoSmithKline LLC

1250 South Collegeville Road

Collegeville, PA 19426

+1 215-219-7521

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

William J. Chudd

Daniel Brass

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Telephone: +1 (212) 450-4000

Calculation of Filing Fee

Transaction Valuation		Amount of Filing Fee
N/A		N/A

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

SCHEDULE TO

The pre-commencement communication filed under cover of this Tender Offer Statement on Schedule TO are being filed by GSK plc, a public limited company organized under the laws of England and Wales (“GSK plc”), pursuant to General Instruction D to Schedule TO relate to a planned cash tender offer for all of the issued and outstanding shares of Class A common stock, par value $0.0001 per share and Class B common stock, par value $0.0001 per share (collectively, the “Shares”), of Nuvalent, Inc., a Delaware corporation (the “Company”), pursuant to an Agreement and Plan of Merger, dated as of June 9, 2026, by and among GlaxoSmithKline LLC, a Delaware limited liability company and a wholly-owned subsidiary of GSK plc (“Parent”), Harmony Row Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), the Company, and solely for purposes of Section 9.14 therein, GSK plc, a public limited company organized under the laws of England and Wales.

Additional Information

The tender offer for the Shares referenced in this announcement has not yet commenced. This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell Shares or any other securities, nor is it a substitute for the tender offer materials that GSK plc, Parent and Purchaser will file or cause to be filed with the Securities and Exchange Commission (the “SEC”) upon the commencement of the tender offer. At the time the tender offer is commenced, GSK plc, Parent and Purchaser will file or cause to be filed with the SEC a tender offer statement on Schedule TO (the “Tender Offer Statement”), and the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”), in each case, with respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The tender offer for Shares will be made only pursuant to the Offer to Purchase, the Letter of Transmittal and related documents filed as a part of the Tender Offer Statement. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents), as well as the Solicitation/Recommendation Statement, will be made available to all holders of Shares at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Copies of the documents filed by GSK plc, Parent and Purchaser with the SEC will also be available free of charge on GSK plc’s website at https://www.gsk.com/en-gb/investors or by contacting GSK plc’s investor relations department at gsk.investor.relations@gsk.com. Copies of the documents filed by the Company with the SEC will also be available free of charge on the Company’s investor relations website at https://investors.nuvalent.com/. In addition, stockholders of the Company may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement.

Forward-looking Statements

GSK plc cautions investors that any forward-looking statements or projections made by GSK plc, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described in the “Risk Factors” section in GSK plc’s Annual Report on Form 20-F for the year ended December 31, 2025. The pre-commencement communications filed under cover of this Tender Offer Statement on Schedule TO include forward-looking statements related to the Company, neladalkib, zidesamtinib and the acquisition of the Company by GSK plc, Parent and Purchaser that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the Company and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the merger, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the Company’s business; the commercial success of the Company’s products; the anticipated timing of clinical data and regulatory filings or approvals relating to products; the possibility of favourable or unfavourable results from clinical trials; the anticipated benefits of the acquisition; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the parties’ ability to complete the transaction; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and completion of the merger; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that the Company stockholders may not tender into the offer a majority of the Shares outstanding at the time of the expiration of the offer or that required regulatory approvals may not be obtained or are obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger; the failure to realize anticipated benefits of the proposed acquisition when expected or at all; potential adverse reactions or changes to business relationships resulting from the proposed acquisition, including the effect of the announcement, pendency or consummation of the acquisition on the ability of the Company to retain and hire key personnel or maintain key vendor, supplier or partner relationships; risks that the proposed acquisition disrupts the current plans and operations of the Company; transaction costs; risks associated with potential litigation or regulatory actions related to the transaction; and other risks and uncertainties described from time to time in documents filed with the SEC by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Solicitation/Recommendation Statement to be filed by the Company, or in GSK plc’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC by GSK plc, as well as the Tender Offer Statement to be filed by GSK plc, Parent and Purchaser. All forward-looking statements are based on information currently available to GSK plc and the Company neither GSK plc nor the Company assumes any obligation to update any forward-looking statements.

***

Item 12. Exhibits.

(a)(5)(a)		Social media content by Mondher Mahjoubi on LinkedIn
(a)(5)(b)		Social media content by Julie Brown on LinkedIn

FAQ

What did GSK announce regarding Nuvalent (NUVL)?

GSK plc announced a planned cash tender offer to acquire all Class A and Class B shares of Nuvalent. The announcement cites an Agreement and Plan of Merger dated June 9, 2026 and is a pre-commencement communication.

Has the tender offer for Nuvalent begun?

No, the tender offer has not commenced. The filing states the announcement is informational only and the formal Tender Offer Statement will be filed when the offer is launched.

Where can NUVL shareholders find the tender offer documents?

Shareholders will be able to obtain the Tender Offer Statement and Solicitation/Recommendation Statement free on the SEC website and on GSK's and Nuvalent's investor relations websites, per the filing.

Does the filing disclose the offer price or timing?

The excerpt does not disclose an offer price or the commencement date. It states that offer materials, including the Offer to Purchase and Letter of Transmittal, will provide those details upon filing.

What risks did GSK highlight about the proposed transaction?

GSK warned that forward-looking statements are subject to risks including timing uncertainty, closing conditions, potential regulatory approvals, stockholder tender levels, and other factors described in its Form 20-F for the year ended December 31, 2025.