Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the consummation of the Merger, the Company (i) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) halt trading of the Shares effective as of the evening of July 14, 2026 after market close and suspend trading in the Shares prior to market open on the morning of July 15, 2026, and (y) file with the SEC a Notif…

Changes in Control of Registrant. As a result of the consummation of the Offer and the consummation of the Merger, on July 15, 2026, a change in control of the Company occurred, and at the Effective Time, the Company became a wholly owned subsidiary of Parent. The total equity value of the transaction was approximately $10.6 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from borrowings under Parent’s credit facilities. 2 The information…

Material Modification to Rights of Security Holders. At the Effective Time, holders of Shares immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Offer Price for each Share held, pursuant to the Merger Agreement). The information contained in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

As described in the Introductory Note above, on July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. On July 15, 2026, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company’s stockholders required. Upon the consummation of the Merger, the Company became a direct wholly owned subsidiary of Parent. At the effective time of the Merger (th…

Director/Officer: All directors and officers resigned due to a merger.

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On June 9, 2026, Nuvalent, Inc., a Delaware corporation (the “ Company ” or “ Nuvalent ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with GlaxoSmithKline LLC, a Delaware limited liability company (“ Parent ”), Harmony Row Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”) and, solely for purposes of Section 9.14 thereof, GSK plc, a public limited co…

Other Events. On June 9, 2026, Ultimate Parent issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the fil…

Results of Operations and Financial Condition. On May 7, 2026, Nuvalent, Inc. announced its financial results for the quarter ended March 31, 2026, and other corporate updates. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18…

Results of Operations and Financial Condition. On February 26, 2026, Nuvalent, Inc. announced its financial results for the quarter and year ended December 31, 2025, and other corporate updates. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purp…

Results of Operations and Financial Condition. On January 12, 2026, Nuvalent, Inc. (the “Company”) issued a press release in which it reported a preliminary estimate that, as of December 31, 2025, it had approximately $1.4 billion in cash, cash equivalents and marketable securities. This amount is a preliminary, unaudited estimate only as of January 12, 2026, is subject to completion of the Company’s year-end financial closing procedures that could result in changes to the amount, and does no…

Other Events. Nuvalent, Inc. (the “Company” or “Nuvalent”) is aware of the announcement this morning by Royalty Pharma plc (“Royalty Pharma”) that it has acquired a preexisting royalty interest in Nuvalent’s neladalkib and zidesamtinib investigational product candidates from an undisclosed third party for up to $315 million. Information regarding Nuvalent’s revenue share agreement with its scientific founder is available in Note 10 of Nuvalent’s financial statements contained in Nuvalent’s An…

Director — Matthew Shair, Ph.D.: Dr. Matthew Shair resigned from the Board and was succeeded by Ron Squarer.

Entry into a Material Definitive Agreement. On November 18, 2025, Nuvalent, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters (the “Underwriters”), and Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P., each as a selling stockholder (together, the “Selling Stockholders”)…

Other Events. On November 18, 2025, the Company issued a press release (the “Press Release”) announcing the pricing of the Offering. A copy of the Press Release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company estimates that the net proceeds to the Company from the Offering, together with the Company’s existing cash, cash equivalents and marketable securities, will enable it to fund its operating expenses and capital expend…

Results of Operations and Financial Condition. On October 30, 2025, Nuvalent, Inc. announced its financial results for the quarter ended September 30, 2025, and other corporate updates. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purposes of S…

Results of Operations and Financial Condition. On August 7, 2025, Nuvalent, Inc. announced its financial results for the quarter ended June 30, 2025, and other corporate updates. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purposes of Section…

Director — Christy J. Oliger: Ms. Oliger was elected as a Class III director and appointed to the Audit Committee.

Director — Emily Conley: Ms. Conley resigned from the Board and all committees of the Board.

Results of Operations and Financial Condition. On May 8, 2025, Nuvalent, Inc. announced its financial results for the quarter ended March 31, 2025, and other corporate updates. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18…

Director — D. Gary Gilliland, M.D., Ph.D.: Dr. Gilliland resigned from the Board and will enter into a consulting agreement to serve as a member of the Company’s scientific advisory board.

Results of Operations and Financial Condition. On February 27, 2025, Nuvalent, Inc. announced its financial results for the quarter and year ended December 31, 2024, and other corporate updates. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purp…

Director — Grant Bogle: Election of Grant Bogle as a new Class I director.

Results of Operations and Financial Condition. On November 12, 2024, Nuvalent, Inc. announced its financial results for the quarter ended September 30, 2024, and other corporate updates. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purposes of…

Other Events. On September 16, 2024, the Company issued a press release (the “Press Release”) announcing the pricing of the Offering. A copy of the Press Release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company estimates that the net proceeds from the Offering, together with the Company’s existing cash, cash equivalents and marketable securities, will enable it to fund its operating expenses and capital expenditure requirem…

Entry into a Material Definitive Agreement. On September 16, 2024, Nuvalent, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, TD Securities (USA) LLC, Jefferies LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 5,000,000 shares (the “Shares”) of the Company’s Class A common stock, par val…