Nuvalent, Inc. announced on July 15, 2026, that it has completed its acquisition by GlaxoSmithKline LLC, a subsidiary of GSK plc. The transaction, which valued the company at approximately $10.6 billion in total equity, was structured as a tender offer followed by a merger under Delaware law.
The tender offer, which commenced on June 24, 2026, expired at one minute after 11:59 p.m. Eastern Time on July 14, 2026. According to the depositary for the offer, a total of 72,518,967 shares were validly tendered and not withdrawn, representing approximately 91.3% of the company's outstanding shares. This included 67,083,713 Class A shares (approximately 90.7% of the outstanding Class A shares) and 5,435,254 Class B shares (100% of the outstanding Class B shares). The result satisfied the minimum tender condition required under the merger agreement.
With all conditions to the offer satisfied or waived, the purchaser irrevocably accepted the tendered shares for payment on July 15. The merger was then completed on the same day without a stockholder vote, as permitted under Section 251(h) of the Delaware General Corporation Law when a tender offer results in ownership of at least the percentage of shares needed to approve a merger. Nuvalent continues as the surviving corporation under the name "Nuvalent, Inc." and now operates as a direct wholly owned subsidiary of GSK.
What Shareholders Receive
Each share of Nuvalent common stock that was not tendered in the offer (other than shares held by the company, GSK, or its affiliates, and shares held by stockholders who properly demanded appraisal rights) was converted into the right to receive $124.00 per share in cash, the same price offered in the tender offer. Outstanding stock options and restricted stock units were also cancelled and converted into cash payments based on the $124.00 per share price, with options receiving the excess of that price over their exercise price and restricted stock units receiving the full per-share value.
Leadership and Board Changes
The merger triggered a complete change in the company's board and management. All eight incumbent directors, including James R. Porter and Grant C. Bogle, resigned from the board effective at the merger. Justin T. Huang and Kevin T. Ryan, who had served as directors of the purchaser entity, became the directors of the surviving corporation. The company's existing officers also stepped down, with Huang assuming the role of President and Secretary, Ryan becoming Vice President and Treasurer, and Hatixhe Hoxha serving as Assistant Secretary.
Delisting and Deregistration
In connection with the merger, Nuvalent notified Nasdaq of the transaction's completion and requested that trading in its shares be halted and suspended. The company also asked Nasdaq to file a Form 25 with the SEC to delist the shares from the Nasdaq Global Select Market and deregister them under Section 12(b) of the Securities Exchange Act. Nuvalent further intends to file a Form 15 to suspend its reporting obligations under the Exchange Act. The company's certificate of incorporation and bylaws were amended and restated in their entirety to reflect its new status as a GSK subsidiary.