Short answer
Nuvalent, Inc. (NUVL) filed an 8-K current report with the SEC on June 9, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure). GSK agreed to acquire Nuvalent for $124.00 cash per share, subject to taxes, delivering a definitive exit value for shareholders.
Nuvalent, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- GSK agreed to acquire Nuvalent for $124.00 cash per share, subject to taxes, delivering a definitive exit value for shareholders
- Tender offer requires majority of outstanding Class A Shares, with approximately 28% already committed through support agreements
- No financing condition, but Hart-Scott-Rodino clearance and customary closing conditions create regulatory execution risk
- Transaction expected to proceed to a Section 251(h) merger without a stockholder vote after the tender offer
- $350,475,000 termination fee limits superior bids and increases break risk if Nuvalent changes its recommendation or accepts another offer
Item 7.01 · Regulation FD Disclosure
- Proposed tender offer has not commenced; no shareholder action available yet
- Future Schedule TO and Schedule 14D-9 filings will provide offer terms and Nuvalent’s recommendation
- Transaction completion remains subject to tender participation, regulatory approvals, closing conditions, and potential termination
- Shareholders face clinical, regulatory, operational-disruption, litigation, and transaction-execution risks before closing
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Nuvalent, Inc. 8-K filings
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