Nuvalent acquired for $10.6B, delists from Nasdaq, becomes wholly owned subsidiary

at the Effective Time, each of the directors of the Company (James R. Porter, Ph.D.; Grant C. Bogle; Michael L. Meyers, M.D., Ph.D.; Christy Oliger; Anna Protopapas; Ron Squarer; Sapna Srivastava, Ph.D.; and Cameron A. Wheeler, Ph.D.) resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof.

As of the Effective Time, in accordance with the Merger Agreement, each of the incumbent officers of the Company, as of immediately prior to the Effective Time, ceased to be officers of the Company.

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.

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 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 Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

On July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.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 (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.

In 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.

Further, 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.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s third amended and restated certificate of incorporation was amended and restated in its entirety, and the Company’s amended and restated bylaws were amended and restated in their entirety.