Nuvalent, Inc.

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 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on July 15, 2026, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.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 (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. 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. The 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.

Item 3.01 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 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. The information contained in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 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 Item 3.03.

Item 5.01 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. The information contained in the Introductory Note and in Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. Directors In accordance with the Merger Agreement, 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, Justin T. Huang and Kevin T. Ryan, the directors of Purchaser immediately prior to the Effective Time, became the directors of the Company as the surviving corporation. Officers 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 of the Effective Time, in accordance with the Merger Agreement, the officers of Purchaser immediately prior to the Effective Time became the officers of the Company as the surviving corporation. The officers of the Company as the surviving corporation as of the Effective Time are as follows: Justin T. Huang as President and Secretary, Kevin T. Ryan as Vice President and Treasurer, and Hatixhe Hoxha as Assistant Secretary. Biographical and other information with respect to Justin T. Huang, Kevin T. Ryan and Hatixhe Hoxha is set forth in Schedule I to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent on June 24, 2026 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 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. Copies of the fourth amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.