Pelish Henry E. 4

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.