Nuvalent (NUVL) Director Grant C. Bogle Sells Shares in Merger

What Happened Grant C. Bogle, a director of Nuvalent, disposed of company stock in connection with the June/July 2026 merger with GlaxoSmithKline. On 2026-07-15 he sold 3,714 shares at the merger Offer Price of $124.00 per share for reported proceeds of $460,536. In addition, several other holdings were surrendered/cancelled and cash‑settled under the merger: 5,577 shares (disposition to the issuer) and two derivative holdings (4,851 and 4,147 RSUs/options) which the Merger Agreement converts into cash. While the Form 4 shows N/A for the cash amounts on those lines, the merger footnotes state they were converted at the $124 Offer Price.

Key Details

• Transaction date: 2026-07-15 (listed on Form 4)
• Reported sale: 3,714 shares @ $124.00 = $460,536 (change-of-control sale, code U)
• Other dispositions: 5,577 shares (to issuer, code D) and derivative dispositions of 4,851 and 4,147 units (marked N/A on the form)
• Merger terms: Offer Price = $124.00 per share; RSUs converted to cash equal to shares × $124; options converted to cash equal to shares × (Offer Price − exercise price) (see footnotes F1–F5)
• Estimated total cash value based on $124/share: approx. $2,267,836 across all reported dispositions (sum of the reported $460,536 plus the cash equivalents for the other share/derivative amounts) — Form 4 only reports $460,536 for the direct sale line
• Shares owned after transaction: not specified in the Form 4
• Timeliness: Filing dated 2026-07-15 for transactions on 2026-07-15 — appears timely

Context

• These dispositions are merger-driven (GSK completed a tender offer and merged with Nuvalent). Such cash settlements under a change-of-control agreement are routine and reflect the deal consideration, not an open-market sale driven by individual trading decisions.
• For derivatives: each RSU represented a right to one share and was cancelled for cash per the Merger Agreement; options were similarly cashed out only to the extent they had value above the strike (per footnote F5).