Noci Darlene 4
4 · Nuvalent, Inc. · Filed Jul 15, 2026
Research Summary
AI-generated summary of this filing
Nuvalent (NUVL) CDO Darlene Noci Sells/Cashes Out Shares in Merger
What Happened
- Darlene Noci, Chief Development Officer of Nuvalent, reported multiple transactions on July 15, 2026 tied to GlaxoSmithKline’s acquisition of Nuvalent. She sold 17,017 shares in the change-of-control tender at $124.00/share ($2,110,108). In addition, a total of 268,103 restricted/derivative awards and units (RSUs/PSUs/options) were cancelled/converted and tendered to the issuer under the Merger Agreement and paid at the same $124.00 per-share offer price. Altogether 285,120 shares were disposed/converted for total cash proceeds of approximately $35,354,880.
Key Details
- Transaction date: July 15, 2026; Offer price: $124.00 per share (per Merger Agreement).
- Reported cash sale: 17,017 shares for $2,110,108 (change-of-control sale). Other disposals were to the issuer (cancellations/conversions of awards), reported with N/A per-line but paid in cash under the merger terms.
- Total shares involved: 285,120; approximate total cash received: $35,354,880.
- Notable footnotes: RSUs and PSUs (time- and performance-based) and outstanding stock options were cancelled and converted into cash per the Merger Agreement (see footnotes F1–F7). Footnote F5 notes 5,600 PSUs (granted Jan 6, 2025) and 8,750 PSUs (granted Jan 7, 2026) vested and converted.
- Filing timeliness: Transactions and report date are both July 15, 2026 — filing appears to be timely.
Context
- These transactions resulted from the offered tender and subsequent merger (Purchaser merged into Nuvalent and the company became a wholly owned subsidiary of GSK). Many entries are “Disposition to the issuer” (D) or change-of-control (U) and reflect cancellation/conversion of equity awards into the merger cash payment — not open-market selling decisions. For retail investors, this is a liquidation of insider equity tied to a deal payout rather than a routine market trade.
Insider Transaction Report
Form 4Exit
Nuvalent, Inc.NUVL
Noci Darlene
Chief Development Officer
Transactions
- Disposition from Tender
Class A Common Stock
[F1][F2]2026-07-15$124.00/sh−17,017$2,110,108→ 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]2026-07-15−216→ 0 totalExercise: $1.08Exp: 2031-02-15→ Class A Common Stock (216 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−6,091→ 0 totalExercise: $6.89Exp: 2031-04-29→ Class A Common Stock (6,091 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−15,112→ 0 totalExercise: $18.93Exp: 2032-01-04→ Class A Common Stock (15,112 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−21,259→ 0 totalExercise: $14.40Exp: 2032-08-01→ Class A Common Stock (21,259 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−81,329→ 0 totalExercise: $27.85Exp: 2033-01-06→ Class A Common Stock (81,329 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F7]2026-07-15−33,646→ 0 totalExercise: $72.35Exp: 2034-01-05→ Class A Common Stock (33,646 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