Lane Benjamin 4
4 · Nuvalent, Inc. · Filed Jul 15, 2026
Research Summary
AI-generated summary of this filing
Nuvalent (NUVL) Chief Technical Ops Officer Lane Benjamin Sells Shares in Merger
What Happened
- Lane Benjamin, Chief Technical Operations Officer at Nuvalent, completed multiple dispositions tied to GlaxoSmithKline’s acquisition of Nuvalent. He sold 21,092 shares for $124.00 each (change-of-control sale) for $2,615,408 and had numerous restricted stock units/options and shares exchanged or cancelled and converted into cash under the Merger Agreement at the $124 per-share offer price.
- In total Benjamin disposed of 138,634 company-equivalent shares (21,092 sold in a change-of-control sale + 117,542 shares cashed out to the issuer as RSUs/PSUs/options), realizing approximately $17,190,616 in aggregate cash consideration before taxes and withholding.
Key Details
- Transaction date: 2026-07-15 (effective date of the tender offer/merger).
- Price: $124.00 per share (Offer Price under the Merger Agreement); 21,092 shares sold for $2,615,408 (reported). Other dispositions were converted to cash at the Offer Price per footnotes.
- Shares affected: 21,092 sold (change of control); 117,542 shares/units/options converted/cancelled and paid out to the issuer; 7,120 PSUs vested and were cashed out per the Merger Agreement.
- Footnotes: Transactions reflect the tender offer and subsequent merger with GSK (see footnotes F1–F7). Company RSUs, PSUs and stock options were cancelled and converted into cash equal to shares × $124. Vesting of specified PSUs (3,120 from 2025 and 4,000 from 2026) is noted.
- Ownership after transaction: Filing does not list remaining Nuvalent holdings; many holdings were converted to cash as part of the merger.
- Filing timeliness: Transaction and report dated 2026-07-15; no late-filing indicator noted in the record provided.
Context
- These actions are merger-related cash settlements (not open-market purchases or discretionary insider sales). Per the Merger Agreement, outstanding equity awards and options were cancelled and paid in cash at the $124 offer price — a standard outcome in change-of-control transactions. Amounts stated are pre-tax and subject to applicable withholding.
Insider Transaction Report
Form 4Exit
Nuvalent, Inc.NUVL
Lane Benjamin
See Remarks
Transactions
- Disposition from Tender
Class A Common Stock
[F1][F2]2026-07-15$124.00/sh−21,092$2,615,408→ 0 total - Disposition to Issuer
Class A Common Stock - Restricted Stock Units
[F3][F4]2026-07-15−29,433→ 0 total - Award
Class A Common Stock - Performance Stock Units
[F5]2026-07-15+7,120→ 7,120 total - Disposition to Issuer
Class A Common Stock - Performance Stock Units
[F6]2026-07-15−7,120→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−731→ 0 totalExercise: $18.93Exp: 2032-01-04→ Class A Common Stock (731 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−8,333→ 0 totalExercise: $14.40Exp: 2032-08-01→ Class A Common Stock (8,333 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−17,848→ 0 totalExercise: $27.85Exp: 2033-01-06→ Class A Common Stock (17,848 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−15,052→ 0 totalExercise: $72.35Exp: 2034-01-05→ Class A Common Stock (15,052 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−12,025→ 0 totalExercise: $78.09Exp: 2035-01-06→ Class A Common Stock (12,025 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−8,000→ 0 totalExercise: $106.82Exp: 2036-01-07→ Class A Common Stock (8,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−19,000→ 0 totalExercise: $105.64Exp: 2036-04-01→ Class A Common Stock (19,000 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 3,120 Company PSUs (as defined below) that were granted to the Reporting Person on January 6, 2025, and 4,000 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