Nuvalent (NUVL) 10% Owner James E. Flynn Sells in $124 Merger

What Happened

• James E. Flynn (reported as a 10% owner through Deerfield-affiliated entities) disposed of company securities in connection with Nuvalent’s merger with a GlaxoSmithKline buyer. The filings show dispositions tied to the July 15, 2026 tender offer/merger at $124.00 per share.
• Reported line-item amounts (some duplicated across reporting entities) total about 22.9 million shares disposed. The cash-valued items in the filing sum to approximately $2,814,482,560. Several derivative awards (RSUs/options) were also cancelled or converted under the Merger Agreement; some derivative line items are reported with “N/A” price.

Key Details

• Transaction date: July 15, 2026; Filing date: July 17, 2026 (reports the July 15 tender/closing).
• Price: $124.00 per share under the Merger Agreement (tender offer price).
• Reported proceeds (valued items): ≈ $2.814 billion; total shares disposed (including items with N/A price): ~22.9M.
• Derivatives: RSUs and stock options were cancelled/converted into cash per the Merger Agreement (see footnotes F5 and F7); several derivative disposals are listed with N/A valuation.
• Exemption/technical: Dispositions pursuant to the Merger Agreement were exempted under Rule 16b-3.
• Ownership after transaction: The filing reflects cancellation/conversion of the reported securities under the merger; no ongoing share ownership is specified for these reported positions.
• Reporting structure: Transactions reported by Flynn and multiple Deerfield-managed funds/entities; Flynn is sole member of the general partner entities (see footnote F8). The filing disclaims beneficial ownership except for indirect pecuniary interest (F9).

Context

• This is a change-of-control / merger cash-out (not an open-market sale). The merger/tender offer required conversion or cancellation of shares, RSUs and certain option rights into cash; proceeds depend on instrument type (options only paid to extent in-the-money).
• As a 10% owner and fund-affiliated reporting group, these dispositions reflect institutional/entity-level treatment of holdings in the Merger rather than a typical executive open-market trade.
• The filing documents the mechanics and exemptions of the merger-related payouts; it is factual reporting of the transaction and should not be read as an expression of intent or market outlook.