Nuvalent insider files Form 4 for option exercise and share sales

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) reported insider activity by its Chief Legal Officer on a Form 4. On 11/17/2025, the officer exercised a stock option for 24,200 shares of Class A common stock at an exercise price of $6.89 per share. That same day, the officer sold 15,075 shares at a weighted average price of $105.16, 8,517 shares at $105.98, and 608 shares at $107.04, all under a Rule 10b5-1 trading plan adopted on November 18, 2024. After these transactions, the officer directly owned 49,086 shares of Class A common stock and held 94,608 stock options that remain beneficially owned, with the option covering 24,200 shares fully vested and expiring on 04/29/2031.

Insider Trade Summary

Net Seller: 24,200 shares ($2,552,999)

Net Sell 5 txns

Insider Miller Deborah Ann

Role Chief Legal Officer

Sold 24,200 shs ($2.55M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	24,200	$0.00	--
Exercise	Class A Common Stock	24,200	$6.89	$167K
Sale	Class A Common Stock	15,075	$105.16	$1.59M
Sale	Class A Common Stock	8,517	$105.98	$903K
Sale	Class A Common Stock	608	$107.04	$65K

Holdings After Transaction: Stock Option (Right to Buy) — 94,608 shares (Direct); Class A Common Stock — 73,286 shares (Direct)

Footnotes (1)

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.80 to $105.65, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, Nuvalent, Inc. or any security holder of Nuvalent, Inc., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (4) of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.82 to $106.78, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.86 to $107.30, inclusive. The shares underlying this option are fully vested.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Deborah Ann

(Last) (First) (Middle)

C/O NUVALENT, INC.

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/17/2025		M(1)		24,200	A	$6.89	73,286	D
Class A Common Stock	11/17/2025		S(1)		15,075	D	$105.16(2)	58,211	D
Class A Common Stock	11/17/2025		S(1)		8,517	D	$105.98(3)	49,694	D
Class A Common Stock	11/17/2025		S(1)		608	D	$107.04(4)	49,086	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.89	11/17/2025		M(1)			24,200	(5)	04/29/2031	Class A Common Stock	24,200	$0	94,608	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.80 to $105.65, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, Nuvalent, Inc. or any security holder of Nuvalent, Inc., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (4) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.82 to $106.78, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.86 to $107.30, inclusive.

5. The shares underlying this option are fully vested.

	/s/ Nathan McConarty, attorney-in-fact	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Nuvalent (NUVL) report in this Form 4?

The Chief Legal Officer of Nuvalent, Inc. (NUVL) reported exercising a stock option for 24,200 shares of Class A common stock and selling portions of those shares on 11/17/2025.

How many Nuvalent (NUVL) shares did the officer sell and at what prices?

On 11/17/2025, the officer sold 15,075 shares at a weighted average price of $105.16, 8,517 shares at $105.98, and 608 shares at $107.04, all Class A common stock.

What stock options did the Nuvalent (NUVL) officer exercise?

The officer exercised a stock option to buy 24,200 shares of Class A common stock at an exercise price of $6.89 per share, with the underlying shares fully vested and expiring on 04/29/2031.

How many Nuvalent (NUVL) shares does the officer own after the transactions?

Following the reported transactions, the officer directly owned 49,086 shares of Nuvalent Class A common stock and beneficially owned 94,608 derivative securities (stock options).

Was a Rule 10b5-1 trading plan used for these Nuvalent (NUVL) trades?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024, as noted in the footnotes.

Who is the reporting person in this Nuvalent (NUVL) Form 4 filing?

The reporting person is an officer of Nuvalent, Inc., serving as the company’s Chief Legal Officer, and the Form 4 is filed for one reporting person.