Lane Benjamin 4

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.