Nuvalent Inc.

06/09/2026 | Press release | Distributed by Public on 06/09/2026 15:19

Nuvalent Transaction All-Employee Note (Form SC14D9C)

Nuvalent Transaction All-Employee Note

To: All Nuvalent Employees

From: James Porter

Subject: An Exciting New Chapter

Date: June 9, 2026

Hello Team,

Earlier this morning, we announced that Nuvalent has agreed to be acquired by GSK. This transaction is a landmark achievement for our company that will help realize the full potential of our pipeline and make a meaningful difference in the lives of patients living with cancer. You can read our press release on the announcement here.

GSK is one of the largest pharmaceutical companies in the world with a proven track record of successfully bringing a wide array of breakthrough therapies to market. As part of GSK, we expect that their infrastructure and expertise will enable successful commercialization of our products globally to realize the full potential of zidesamtinib and neladalkib, as well as continued exploration of the future potential of the rest of our pipeline. Most importantly, the GSK team recognizes the value of our talented team, understands the significance of the relationships we've built with the patient communities and treating physicians, and shares our vision for practice-changing innovation.

While we are excited about this transaction, we are only at the beginning of the process. Looking ahead, the transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including the tender of a majority of the shares of our Class A common stock by our stockholders in the tender offer described in the press release and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act in the U.S. Until then, GSK and Nuvalent will continue to operate as separate companies. Our daily operations and performance goals remain unchanged. Everyone should stay focused on delivering on our commitment of delivering new, potentially best-in-class medicines to patients as quickly as possible.

I recognize that you all may have some questions about the path forward. An invitation will be sent out shortly for an All-Hands Meeting to be held virtually today at 11:00 am ET. I encourage you to attend if possible. In addition, Sarah will be scheduling optional group check-ins throughout the day for anyone who would like to connect in a smaller group setting. I and certain other LT members will be in the office if you'd like to join the town hall or your group check-in in person.

Our leadership team will be working with each of their departments to align on a coordinated communications plan for our external partners such as vendors, clinical trial investigators, and patient advocacy groups. Should you receive questions about this announcement from investors, the media or other third parties, please direct them to [email protected].

As always, thank you for your dedication and commitment. What we do each day here at Nuvalent is deeply important, and I am proud of all that we have accomplished. I'm excited for what's to come.

With sincere appreciation,

Jim

Additional Information and Where to Find It

The tender offer for the outstanding shares of common stock of Nuvalent has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Nuvalent, nor is it a substitute for the tender offer materials that GSK and its acquisition subsidiaries will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, GSK and its acquisition subsidiaries will file a tender offer statement on Schedule TO, and Nuvalent will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer statement on Schedule TO (including an offer to purchase, a related letter of transmittal, and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. HOLDERS OF SHARES OF NUVALENT ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT NUVALENT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal, and other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all Nuvalent stockholders at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement also will be made available for free at the SEC's web site at www.sec.gov. Additional copies may be obtained for free on Nuvalent's website, www.nuvalent.com.

Nuvalent Inc. published this content on June 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 09, 2026 at 21:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]