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Protopapas Anna's Form 4 filing

Nuvalent, Inc. (NUVL) · filed Jul 15, 2026

Accession no.
0001193125-26-305052
Filed
Jul 15, 2026, 6:36 PM ET
Trade date
Jul 15, 2026
Filing delay
Same day
Rule 10b5-1 plan
Not checked

This filing lists 2 non-derivative transactions and 5 derivative transactions. It was filed on the trade date.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Protopapas AnnaCIK 0001347582Director

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Jul 15, 2026Class A Common StockULess common codeDisposed−5,146$124.00F1,F2−$638,1040Direct
Jul 15, 2026Class A Common Stock - Restricted Stock UnitsDReturned to the companyDisposed−3,444–F4–0Direct

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Jul 15, 2026Class A Common StockDReturned to the companyDisposed−40,000–F5–0Direct
Jul 15, 2026Class A Common StockDReturned to the companyDisposed−15,000–F5–0Direct
Jul 15, 2026Class A Common StockDReturned to the companyDisposed−15,000–F5–0Direct
Jul 15, 2026Class A Common StockDReturned to the companyDisposed−3,789–F5–0Direct
Jul 15, 2026Class A Common StockDReturned to the companyDisposed−4,147–F5–0Direct

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

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.

Referenced by the price of 1 transaction in Table I.

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.

Referenced by the price of 1 transaction in Table I.

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.

Referenced by the price of 1 transaction in Table I.

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.

Referenced by the price of 5 transactions in Table II.

Read the full filing on SEC EDGAR (opens in a new tab)