Srivastava Sapna 4

4 · Nuvalent, Inc. · Filed Jul 15, 2026

Research Summary

AI-generated summary of this filing

Updated Jul 15, 2026

Nuvalent (NUVL) Director Sapna Srivastava Sells Shares in Merger

What Happened

Director Sapna Srivastava disposed of shares and equity awards on July 15, 2026 in connection with GlaxoSmithKline’s completed tender offer and merger. The Form 4 shows a disposition of 5,146 shares sold at the $124 offer price for $638,104, plus multiple dispositions to the issuer (derivative awards and shares) that were canceled/converted under the merger agreement.

Key Details

Transaction date: 2026-07-15.
Reported sale: 5,146 shares at $124.00 per share for $638,104 (cash received).
Additional dispositions to issuer (derivative): 3,444 shares and 68,500 + 20,000 + 15,000 + 3,789 + 4,147 units (total underlying shares affected = 120,026).
Offer price per share under the Merger Agreement: $124.00 (cash, net of withholding).
Per footnotes: Company RSUs were cancelled and converted into cash equal to the offer price × number of RSUs; outstanding stock options were cancelled and converted into cash equal to shares × (Offer Price − exercise price). Values for option-derived payouts are not stated in the Form 4.
Shares owned after the transactions: not specified in the provided filing details.
Filing timeliness: Reported with the period/date of 2026-07-15 (no late filing noted).

Context

These transactions reflect the cash-out treatment under the Merger Agreement (tender offer followed by merger), not typical open-market selling for personal liquidity or trading signals. If every effected share/unit were paid at $124, the gross consideration would be about $14.9 million (120,026 × $124); actual cash for options may be lower because payouts depend on strike prices and withholding.

Insider Transaction Report

Form 4Exit

Period: 2026-07-15

Nuvalent, Inc.NUVL

Srivastava Sapna

Director

Transactions

Disposition from Tender
Class A Common Stock
[F1][F2]
2026-07-15$124.00/sh−5,146$638,104→ 0 total
Disposition to Issuer
Class A Common Stock - Restricted Stock Units
[F3][F4]
2026-07-15−3,444→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
[F5]
2026-07-15−68,500→ 0 total
Exercise: $17.00Exp: 2031-07-28→ Class A Common Stock (68,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F5]
2026-07-15−20,000→ 0 total
Exercise: $9.36Exp: 2032-06-16→ Class A Common Stock (20,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F5]
2026-07-15−15,000→ 0 total
Exercise: $44.68Exp: 2033-06-15→ Class A Common Stock (15,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F5]
2026-07-15−3,789→ 0 total
Exercise: $80.03Exp: 2034-06-12→ Class A Common Stock (3,789 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F5]
2026-07-15−4,147→ 0 total
Exercise: $75.53Exp: 2035-06-18→ Class A Common Stock (4,147 underlying)

Footnotes (5)

[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]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

Documents

1 file

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ownership.xmlPrimary
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