Nuvalent Acquired by GSK for $124.00 Per Share as Tender Offer Closes and Merger Completes on July 15, 2026

Merger Agreement Origins: How the GSK-Nuvalent Deal Was Structured

The path to the completed acquisition began on June 9, 2026, when Nuvalent, Inc. entered into an Agreement and Plan of Merger with GlaxoSmithKline LLC, identified as "Parent" in the filing, along with Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent acting as "Purchaser," and GSK plc as the ultimate parent entity, solely for specific purposes outlined in the agreement. The disclosure confirmed that the merger structure was designed as a two-step transaction: first, a cash tender offer for all outstanding shares, followed by a short-form merger under Delaware law to acquire any remaining shares not tendered.

The Merger Agreement designated Harmony Row Acquisition Co. as the legal vehicle through which the tender offer would be launched, with GlaxoSmithKline LLC serving as the direct acquirer and GSK plc as the ultimate parent company organized under the laws of England and Wales. The structure allowed the acquisition to proceed efficiently under Section 251(h) of the Delaware General Corporation Law, which enables a merger to be consummated without a stockholder vote once a sufficient threshold of shares has been tendered in the related offer, provided all other conditions are met.

Tender Offer Timeline: Launch on June 24 and Expiration on July 14, 2026

Pursuant to the Merger Agreement, the formal tender offer was commenced on June 24, 2026, when Purchaser began soliciting all issued and outstanding shares of Nuvalent's Class A Common Stock and Class B Common Stock at the stated offer price of $124.00 per share, net to the seller in cash, without interest, and subject to applicable withholding taxes. The offer was governed by an Offer to Purchase document dated June 24, 2026, and an accompanying Letter of Transmittal made available to shareholders.

The tender offer ran for approximately three weeks before expiring at one minute after 11:59 p.m. Eastern Time on July 14, 2026. The filing confirmed that the offer expired at the scheduled time and was not extended, signaling that the required tender threshold had been achieved and that no further solicitation period was necessary. This timeline from offer launch to expiration reflects a straightforward and uncontested transaction process, based solely on information disclosed in the company's report.

Tender Results: 91.3% of All Shares Validly Tendered at Expiration

Upon expiration of the tender offer, the depositary for the offer reported the final tender results to the parties. As of the Expiration Time, a total of 72,518,967 shares had been validly tendered and "received" — as that term is defined under Section 251(h) of the Delaware General Corporation Law — and not validly withdrawn. This total comprised 67,083,713 Class A Shares and 5,435,254 Class B Shares, representing approximately 91.3% of all issued and outstanding shares as of the Expiration Time.

Breaking the figure down further, the filing disclosed that approximately 90.7% of all issued and outstanding Class A Shares were tendered, while 100.0% of all issued and outstanding Class B Shares were tendered at or before the Expiration Time. This high participation rate, and particularly the complete tender of all Class B Shares, confirmed that the Minimum Tender Condition specified in the Merger Agreement had been satisfied. With all other conditions to the offer having been satisfied or waived, Purchaser irrevocably accepted payment for all validly tendered shares on July 15, 2026, with Parent and Purchaser required to make prompt payment in accordance with the offer's terms.

Merger Completion Under Delaware Law: No Stockholder Vote Required

On July 15, 2026, following the consummation of the tender offer and the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Harmony Row Acquisition Co. merged with and into Nuvalent, Inc. Under the terms of the Merger, the separate corporate existence of Harmony Row Acquisition Co. ceased, while Nuvalent, Inc. continued as the surviving corporation, retaining its name, and becoming a direct wholly owned subsidiary of GlaxoSmithKline LLC.

The Merger was completed pursuant to Sections 251(c) and 251(h) of the General Corporation Law of the State of Delaware, provisions that permit a merger to be effected without a vote of the target company's stockholders once the acquirer has received tenders representing at least the percentage of shares necessary to approve a merger under Delaware law. The filing confirmed that no vote of Nuvalent's stockholders was required or sought in connection with the Merger, making the transaction final on the same date the Purchaser accepted the tendered shares.

Cash Consideration for Shares, Stock Options, RSUs, and PSUs at the Effective Time

At the effective time of the Merger, each share of Nuvalent Class A and Class B Common Stock that was issued and outstanding immediately prior to the effective time — other than shares held in treasury, shares owned by the company or its subsidiary, shares owned by the ultimate parent or its affiliates, and shares held by stockholders who had properly demanded appraisal rights under Delaware law — was automatically converted into the right to receive $124.00 in cash, less any applicable withholding taxes.

The filing also detailed the treatment of equity awards outstanding at the effective time. Each company stock option was cancelled, and option holders became entitled to receive a cash amount equal to the total number of shares subject to the option (assuming full vesting), multiplied by the excess of the $124.00 offer price over the applicable per-share exercise price, without interest and less applicable tax withholdings. Each restricted stock unit subject solely to time-based vesting was cancelled and converted into a cash payment equal to the total number of underlying shares multiplied by $124.00. Additionally, each restricted stock unit subject to both time- and performance-based vesting was cancelled and converted into a cash payment based on the total number of underlying shares, calculated assuming applicable performance goals were achieved in full, multiplied by the offer price of $124.00 per share.

Nuvalent Shares Delisted from Nasdaq Following Merger Consummation

In connection with the completion of the Merger, Nuvalent notified The Nasdaq Stock Market LLC of the consummation of the transaction and requested that Nasdaq halt trading in the company's shares effective as of the evening of July 14, 2026, following market close. Nasdaq was also requested to suspend trading in the shares prior to the market open on the morning of July 15, 2026, ensuring that no further public market trading in NUVL shares would occur after the offer's expiration and before the merger's formal completion.

Furthermore, the company requested that Nasdaq file with the Securities and Exchange Commission a Notification of Removal from Listing and/or Registration on Form 25, which is the standard instrument used to effect the delisting of securities from a national securities exchange and their deregistration under the Securities Exchange Act of 1934. The filing confirmed that Nuvalent also intends to file a Certification and Notice of Termination of Registration on Form 15 to request that the company's ongoing public reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended, consistent with the company's new status as a private, wholly owned subsidiary.

Impact on Stockholder Rights at the Effective Time of the Merger

At the effective time of the Merger, holders of Nuvalent shares immediately prior to that moment ceased to have any rights as stockholders of the company, other than the right to receive the $124.00 per share cash consideration as specified in the Merger Agreement. This is a standard consequence of a merger under Delaware law, whereby the target company's shares are extinguished and replaced with a right to receive the agreed merger consideration.

Stockholders who had not tendered their shares into the offer but also had not properly demanded appraisal of their shares under the applicable provisions of the Delaware General Corporation Law were entitled to receive the same $124.00 per share cash amount as those who tendered into the offer. Stockholders who had properly demanded appraisal rights are subject to a separate legal process under Delaware law and are not automatically entitled to receive the offer price without further proceedings, as disclosed in the filing.

Nuvalent's Corporate Structure and Continuity as a GSK Subsidiary

Despite the change in ownership, Nuvalent, Inc. will continue to exist as a legal entity under Delaware law, operating as a direct wholly owned subsidiary of GlaxoSmithKline LLC. The surviving corporation retains the name "Nuvalent, Inc." following the Merger, as specified in the terms of the Merger Agreement. This structure is typical in pharmaceutical acquisitions where the acquirer seeks to preserve the target company's legal identity for operational, contractual, or regulatory continuity purposes.

GlaxoSmithKline LLC, as the Parent entity in the transaction, is itself a Delaware limited liability company and a subsidiary of GSK plc, the British multinational pharmaceutical company organized under the laws of England and Wales. The filing identifies GSK plc as the "Ultimate Parent" in the transaction, reflecting the ultimate beneficial ownership of Nuvalent following the Merger's completion. The company did not disclose specific details about the operational integration plans or the strategic rationale behind the acquisition within this particular announcement.

Reference to the Full Merger Agreement and Prior Disclosures

The announcement made clear that the summary of the Merger Agreement's terms contained within the filing does not represent a complete account of all provisions and is qualified in its entirety by reference to the full text of the Merger Agreement itself. The complete Merger Agreement was previously filed as an exhibit to an earlier current report filed with the SEC by the company on June 9, 2026, and was incorporated by reference into this announcement. Investors and interested parties seeking the full contractual terms are directed to that prior filing for comprehensive details.

The company also noted that the transaction had been previously disclosed in its June 9, 2026 current report, which established the foundational framework of the deal, including the identities of the parties, the agreed consideration, and the key conditions to closing. The July 15, 2026 announcement represents the formal confirmation that all such conditions were satisfied or waived, that the tender offer was successfully completed, and that the merger was consummated as contemplated, effectively concluding Nuvalent's life as an independent, publicly traded company on Nasdaq. The immediate share price impact was not clear from available public information, given the halt in trading that took effect prior to the merger's completion.