{"filing":{"accession_number":"0001193125-26-304126","cik":"0001861560","ticker":"NUVL","company_name":"Nuvalent, Inc.","form":"8-K","filing_date":"2026-07-15","report_date":null,"primary_document":"d52896d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1861560/000119312526304126/d52896d8k.htm"},"events":[{"id":18045,"run_id":16200,"accession_number":"0001193125-26-304126","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Nuvalent completed a merger on July 15, 2026, whereby it became a wholly owned subsidiary of Parent following acceptance of all tendered shares in a tender offer and consummation pursuant to Section 251(h) of the DGCL, representing a change of control transaction with an equity value of approximately $10.6 billion.","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15","form":"8-K","submitted_at":null,"items":[{"id":16743,"accession_number":"0001193125-26-304126","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a merger on July 15, 2026, whereby Nuvalent became a direct wholly owned subsidiary of Parent following acceptance of all tendered shares in a tender offer and consummation of the Merger pursuant to Section 251(h) of the DGCL. This is a change of control transaction materially affecting the registrant's status and ownership structure, with detailed treatment of equity consideration (cash payment for shares, options, RSUs, and PSUs). Item 2.01 explicitly governs completion of acquisitions and dispositions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16745,"accession_number":"0001193125-26-304126","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses that at the \"Effective Time\" of a merger, stockholders ceased to have rights except to receive the \"Offer Price\" per share under a \"Merger Agreement.\" This language indicates completion of a material acquisition or change of control. The cross-reference to Items 2.01 (Completion of Acquisition or Disposition), 3.01 (Notice of Delisting or Transfer of Listing), 5.01 (Changes in Control), and 5.03 (Amendments to Articles of Incorporation or Bylaws) further confirms this is a merger transaction that has closed, making it a material M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16746,"accession_number":"0001193125-26-304126","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the consummation of a merger and tender offer resulting in a change of control of Nuvalent, Inc., with the Company becoming a wholly owned subsidiary of Parent. The transaction has an equity value of approximately $10.6 billion, representing a material acquisition/change of control event under Item 5.01. This is a terminal M\u0026A event that fundamentally alters the registrant's ownership and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16747,"accession_number":"0001193125-26-304126","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 5.02 discloses the completion of a merger (the \"Effective Time\") in which all eight incumbent directors and officers of Nuvalent resigned and were replaced by the Purchaser's directors and officers (Justin T. Huang, Kevin T. Ryan, and Hatixhe Hoxha). While the Item nominally covers director and officer changes, the substance is a change of control through merger — the entire board and management were replaced pursuant to a \"Merger Agreement,\" signaling completion of a material acquisition or merger transaction. This is a terminal governance event tied to M\u0026A completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18046,"run_id":16200,"accession_number":"0001193125-26-304126","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Following the merger completion, Nuvalent notified Nasdaq of the transaction and requested a halt and suspension of trading in its shares, with delisting from Nasdaq and deregistration under Section 12(b) of the Exchange Act to follow, along with intended filing of Form 15 to suspend reporting obligations.","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15","form":"8-K","submitted_at":null,"items":[{"id":16744,"accession_number":"0001193125-26-304126","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Nuvalent has notified Nasdaq of a merger consummation and requested a halt and suspension of trading in its shares, followed by delisting from Nasdaq and deregistration under Section 12(b) of the Exchange Act. The company also intends to file Form 15 to suspend reporting obligations. This is a material delisting event triggered by a merger transaction, directly implicating Item 3.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18047,"run_id":16200,"accession_number":"0001193125-26-304126","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"Nuvalent amended its certificate of incorporation and bylaws following the merger completion, with amended documents filed as exhibits; these are routine administrative governance changes consequent to the M\u0026A transaction.","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15","form":"8-K","submitted_at":null,"items":[{"id":16748,"accession_number":"0001193125-26-304126","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure describes routine amendments to the Company's certificate of incorporation and bylaws following a merger, with the amended documents filed as exhibits. While the amendments occurred in connection with a merger (which may itself be material), this Item 5.03 filing addresses only the formal governance documents themselves—a standard administrative consequence of M\u0026A activity rather than the M\u0026A event itself. The language indicates these are boilerplate restated governance documents, not substantive policy changes that would independently affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":16743,"accession_number":"0001193125-26-304126","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a merger on July 15, 2026, whereby Nuvalent became a direct wholly owned subsidiary of Parent following acceptance of all tendered shares in a tender offer and consummation of the Merger pursuant to Section 251(h) of the DGCL. This is a change of control transaction materially affecting the registrant's status and ownership structure, with detailed treatment of equity consideration (cash payment for shares, options, RSUs, and PSUs). Item 2.01 explicitly governs completion of acquisitions and dispositions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15"},{"id":16744,"accession_number":"0001193125-26-304126","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Nuvalent has notified Nasdaq of a merger consummation and requested a halt and suspension of trading in its shares, followed by delisting from Nasdaq and deregistration under Section 12(b) of the Exchange Act. The company also intends to file Form 15 to suspend reporting obligations. This is a material delisting event triggered by a merger transaction, directly implicating Item 3.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15"},{"id":16745,"accession_number":"0001193125-26-304126","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses that at the \"Effective Time\" of a merger, stockholders ceased to have rights except to receive the \"Offer Price\" per share under a \"Merger Agreement.\" This language indicates completion of a material acquisition or change of control. The cross-reference to Items 2.01 (Completion of Acquisition or Disposition), 3.01 (Notice of Delisting or Transfer of Listing), 5.01 (Changes in Control), and 5.03 (Amendments to Articles of Incorporation or Bylaws) further confirms this is a merger transaction that has closed, making it a material M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15"},{"id":16746,"accession_number":"0001193125-26-304126","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the consummation of a merger and tender offer resulting in a change of control of Nuvalent, Inc., with the Company becoming a wholly owned subsidiary of Parent. The transaction has an equity value of approximately $10.6 billion, representing a material acquisition/change of control event under Item 5.01. This is a terminal M\u0026A event that fundamentally alters the registrant's ownership and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15"},{"id":16747,"accession_number":"0001193125-26-304126","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 5.02 discloses the completion of a merger (the \"Effective Time\") in which all eight incumbent directors and officers of Nuvalent resigned and were replaced by the Purchaser's directors and officers (Justin T. Huang, Kevin T. Ryan, and Hatixhe Hoxha). While the Item nominally covers director and officer changes, the substance is a change of control through merger — the entire board and management were replaced pursuant to a \"Merger Agreement,\" signaling completion of a material acquisition or merger transaction. This is a terminal governance event tied to M\u0026A completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15"},{"id":16748,"accession_number":"0001193125-26-304126","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure describes routine amendments to the Company's certificate of incorporation and bylaws following a merger, with the amended documents filed as exhibits. While the amendments occurred in connection with a merger (which may itself be material), this Item 5.03 filing addresses only the formal governance documents themselves—a standard administrative consequence of M\u0026A activity rather than the M\u0026A event itself. The language indicates these are boilerplate restated governance documents, not substantive policy changes that would independently affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-15T13:04:55.577651+00:00","company_name":"Nuvalent, Inc.","ticker":"NUVL","filing_date":"2026-07-15"}]}