{"url_path":"/sec/nuvl/8-k/2026-07-15/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1861560/0001193125-26-304126-index.html","accession_number":"0001193125-26-304126","cik":"0001861560","ticker":"NUVL","issuer_name":"Nuvalent, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1861560/0001193125-26-304126-index.html","primary_entity_key":"0001861560","primary_entity_name":"Nuvalent, Inc."},"word_count":565,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.\n\nAs 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on July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.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.\n\nAt the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than any Shares (i) held in the treasury of the Company or owned by the Company or the Company’s subsidiary immediately prior to the Effective Time, (ii) owned by Ultimate Parent, Parent, Purchaser or any direct or indirect wholly owned subsidiary of Ultimate Parent, Parent or Purchaser immediately prior to the Effective Time and (iii) held by stockholders who have properly demanded appraisal of such Shares in accordance with the DGCL) was converted into the right to receive an amount in cash equal to the Offer Price, less applicable withholding of taxes.\n\nIn addition, at the Effective Time, each option to purchase Shares (a “Company Stock Option”) that was outstanding immediately prior to the Effective Time was cancelled and in exchange therefor the holder became entitled to receive an amount in cash, without interest and less applicable tax withholdings, equal to (i) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time (assuming full vesting of such Company Stock Option), multiplied by (ii) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Company Stock Option.\n\n \n\n1\n\nFurther, at the Effective Time, each restricted stock unit denominated in Class A Shares that was subject solely to time-based vesting (a “Company RSU”) that was outstanding immediately prior to the Effective Time was cancelled and in exchange therefor the holder became entitled to receive an amount in cash, without interest and less applicable tax withholdings, equal to (i) the total number of Shares subject to (or deliverable under) such Company RSU immediately prior to the Effective Time (assuming full vesting of such Company RSU), multiplied by (ii) the Offer Price. At the Effective Time, each restricted stock unit denominated in Class A Shares that was subject to time- and performance-based vesting (a “Company PSU”) that was outstanding immediately prior to the Effective Time was cancelled and in exchange therefor the holder became entitled to receive an amount in cash, without interest and less applicable tax withholdings, equal to (i) the total number of Shares subject to (or deliverable under) such Company PSU immediately prior to the Effective Time (assuming applicable performance goals are achieved in full), multiplied by (ii) the Offer Price.\n\nThe foregoing summary of certain terms of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full copy of the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on June 9, 2026 and incorporated herein by reference."}