Pelish Henry E. 4
4 · Nuvalent, Inc. · Filed Jul 15, 2026
Research Summary
AI-generated summary of this filing
Nuvalent (NUVL) CSO Henry Pelish Sells Shares in Merger
What Happened
- Henry E. Pelish, Chief Scientific Officer of Nuvalent (NUVL), disposed of shares tied to the company’s sale to GlaxoSmithKline. On July 15, 2026 he had a disposition in connection with the change of control of 22,393 shares at $124.00 per share (proceeds reported as $2,776,732).
- In addition, a total of roughly 173,703 other shares/award units were cancelled or surrendered to the issuer (various RSUs, PSUs and option-related dispositions listed as “to the issuer” or derivative dispositions). A grant/vesting of 14,350 PSUs was recorded and then converted/cashed out under the merger terms.
- These transactions were driven by the Merger Agreement and tender offer (Offer Price $124/share) — they are merger-related cash‑outs rather than open-market sales.
Key Details
- Transaction date: July 15, 2026. Report filed the same day (appears timely).
- Reported sale line: 22,393 shares @ $124.00 = $2,776,732.
- Other dispositions (listed as to issuer/derivative): 41,100; 14,350; 3,258; 2,113; 8,309; 9,900; 21,073; 18,600; 37,500; 17,500 — total dispositions (including the 22,393) ≈ 196,096 shares/units.
- Shares owned after transaction: not specified in the filing.
- Notable footnotes:
- F1–F2: Purchaser completed a tender offer at $124/share and then merged Nuvalent into a GSK subsidiary.
- F3–F6: Company RSUs and PSUs were cancelled and converted into cash equal to (shares × Offer Price), with PSUs noted to vest or be treated as if performance goals achieved in full for conversion purposes (F5 references 5,600 PSUs from 2025 and 8,750 PSUs from 2026 that vested).
- F7: Outstanding stock options were converted into cash equal to shares × max(Offer Price − exercise price, 0).
- Filing timeliness: filed and dated 2026-07-15 (same day as transactions) — not listed as late.
Context
- These trades are merger-driven cash-outs: RSUs/PSUs and options were cancelled or settled for cash under the Merger Agreement rather than sales on the open market. That means this activity reflects deal mechanics (payment at the tender/offer price of $124/share, less applicable withholding and any option strike adjustments) rather than a standard insider buying or selling signal.
- For options: payout depends on the excess of the $124 offer price over the option strike (could reduce cash received for option-derived shares).
- Bottom line for investors: this filing documents routine merger consideration payments to an insider, not a discretionary open-market sell or purchase conveying a new view on the stock.
Insider Transaction Report
Form 4Exit
Nuvalent, Inc.NUVL
Pelish Henry E.
Chief Scientific Officer
Transactions
- Disposition from Tender
Class A Common Stock
[F1][F2]2026-07-15$124.00/sh−22,393$2,776,732→ 0 total - Disposition to Issuer
Class A Common Stock - Restricted Stock Units
[F3][F4]2026-07-15−41,100→ 0 total - Award
Class A Common Stock - Performance Stock Units
[F5]2026-07-15+14,350→ 14,350 total - Disposition to Issuer
Class A Common Stock - Performance Stock Units
[F6]2026-07-15−14,350→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−3,258→ 0 totalExercise: $6.89Exp: 2031-04-29→ Class A Common Stock (3,258 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−2,113→ 0 totalExercise: $18.93Exp: 2032-01-04→ Class A Common Stock (2,113 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−8,309→ 0 totalExercise: $27.85Exp: 2033-01-06→ Class A Common Stock (8,309 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−9,900→ 0 totalExercise: $29.33Exp: 2033-03-01→ Class A Common Stock (9,900 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−21,073→ 0 totalExercise: $72.35Exp: 2034-01-05→ Class A Common Stock (21,073 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−18,600→ 0 totalExercise: $73.63Exp: 2034-07-09→ Class A Common Stock (18,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−37,500→ 0 totalExercise: $78.09Exp: 2035-01-06→ Class A Common Stock (37,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−17,500→ 0 totalExercise: $106.82Exp: 2036-01-07→ Class A Common Stock (17,500 underlying)
Footnotes (7)
- [F1]Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) Nuvalent, Inc., a Delaware corporation (the "Company"), (ii) GlaxoSmithKline LLC, a Delaware limited liability company ("Parent"), (iii) Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and (iv) solely for purposes of Section 9.14 therein, GSK plc, a public limited company organized under the laws of England and Wales ("Ultimate Parent"), Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of Class A Common Stock of the Company and Class B Common Stock of the Company. The shares of Class A Common Stock of the Company and Class B Common Stock of the Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for $124.00 per share, net to the seller in cash, without interest (the "Offer Price"), subject to applicable withholding tax.
- [F2](Continued from footnote 1) After completion of the Offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Company.
- [F4]Pursuant to the Merger Agreement, each restricted stock unit that was subject solely to time-based vesting (a "Company RSU") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such Company RSU immediately prior to the effective time of the Merger and (y) the Offer Price.
- [F5]Represents vesting of 5,600 Company PSUs (as defined below) that were granted to the Reporting Person on January 6, 2025, and 8,750 Company PSUs that were granted to the Reporting Person on January 7, 2026, and vested pursuant to the Merger Agreement.
- [F6]Pursuant to the Merger Agreement, each restricted stock unit that was subject to time- and performance-based vesting (a "Company PSU") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such Company PSU immediately prior to the effective time of the Merger, assuming applicable performance goals were achieved in full, and (y) the Offer Price.
- [F7]Pursuant to the Merger Agreement, each option to purchase shares of Common Stock (a "Company Stock Option") that was outstanding immediately prior to the effective time of the Merger, whether or not vested, was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the effective time of the Merger and (y) the excess, if any, of the Offer Price over the applicable exercise price per share under such Company Stock Option.
Signature
/s/ Nathan McConarty, Attorney-in-Fact|2026-07-15