NUVL Nuvalent, Inc.
Price Chart
Executive Summary
GSK plc has agreed to acquire Nuvalent for $124.00 per share in cash, representing a total equity value of $10.6 billion. The transaction includes two late-stage ROS1 and ALK inhibitors (zidesamtinib and neladalkib) under FDA review with 2026 target action dates, plus a phase I HER2 inhibitor. Stockholders representing ~28% of Class A shares have signed tender and support agreements to tender their shares. The deal is expected to close in Q3 2026, subject to regulatory approval and a majority-of-shares tender condition.
Key Financial Metrics
Actionable Insight
Nuvalent shareholders should tender shares into the offer at $124.00/share. The deal carries a 40% premium and has strong insider support (28% already committed). Key risks are regulatory — FDA decisions on zidesamtinib (Sept 18) and neladalkib (Nov 27) — and HSR clearance. The stock should trade near the offer price minus a small spread for timing and regulatory risk. Monitor for any competing bids given the termination fee structure.
Key Facts
- GSK to acquire Nuvalent for $124.00 per share in cash, aggregate equity value of $10.6 billion
- Purchase price represents a 40% premium to last closing price and a 26% premium to 30-day VWAP
- Two late-stage assets (zidesamtinib for ROS1+ NSCLC, neladalkib for ALK+ NSCLC) under FDA review with PDUFA dates of Sept 18, 2026 and Nov 27, 2026
- Third asset NVL-330 (HER2 inhibitor) in phase I for HER2-altered NSCLC
- Supporting stockholders (Deerfield affiliates, directors, officers) owning ~28% of Class A shares have agreed to tender
- Termination fee of $350,475,000 payable by Nuvalent under certain circumstances
- Transaction expected to close in Q3 2026; GSK expects low single-digit percentage dilution to core EPS in FY 2026-2028, accretion to core EPS in 2029
- GSK to fund primarily from new and existing debt plus cash; no financing condition
Financial Impact
$10.6 billion aggregate equity value; $124.00 per share cash consideration; net of cash acquired GSK's investment estimated at $9.4 billion
Risk Factors
- FDA non-approval or delayed approval of zidesamtinib or neladalkib could delay or jeopardize the deal
- HSR antitrust review could extend timeline or impose conditions
- Shareholder litigation could create delays or additional costs
- GSK's ability to fund the transaction is not subject to a financing condition, but debt markets could shift
Market Snapshot
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-262950 |
| Document: d137459dex101.htm | 0001193125-26-262950 |
| Document: d137459dex991.htm | 0001193125-26-262950 |
| Document: d137459d8k.htm | 0001193125-26-262950 |
| Document: 0001193125-26-262950-index-headers.html | 0001193125-26-262950 |
| Document: 0001193125-26-262950.txt | 0001193125-26-262950 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
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Jun 11, 2026
1d ago
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Insider Cluster
| $123.40 awaiting T+20 | awaiting T+20 | — | $123.25 (−0.12%) |
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Jun 10, 2026
2d ago
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Insider Cluster
| $123.40 awaiting T+20 | awaiting T+20 | — | $123.25 (−0.12%) |
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Jun 9, 2026
4d ago
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8-K
| $122.92 awaiting T+20 | awaiting T+20 | — | $123.25 (+0.27%) |
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May 7, 2026
5w ago
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8-K
| $102.40 $90.18 | ▼ −11.93% | ▼ −15.07% | $123.25 (+20.36%) |
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Apr 29, 2026
6w ago
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Insider Cluster
| $99.10 $107.38 | ▲ +8.36% | ▲ +2.90% | $123.25 (+24.37%) |
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Apr 7, 2026
9w ago
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8-K
| $102.25 $102.62 | ▲ +0.36% | ▼ −9.42% | $123.25 (+20.54%) |
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Apr 6, 2026
9w ago
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Insider Cluster
| $103.71 $102.62 | ▲ +1.05% | ▲ +10.03% | $123.25 (−18.84%) |
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Mar 30, 2026
10w ago
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Insider Cluster
| $96.72 $101.94 | ▼ −5.40% | ▲ +7.20% | $123.25 (−27.43%) |
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Mar 26, 2026
11w ago
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Insider Cluster
| $98.06 $104.50 | ▲ +6.57% | ▼ −4.10% | $123.25 (+25.69%) |
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Mar 25, 2026
11w ago
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Insider Cluster
| $98.00 $108.02 | ▼ −10.22% | ▼ −2.36% | $123.25 (−25.77%) |
US Market Status
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