Noci Darlene 4

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.