Nuvalent, Inc. SEC Filings

Nuvalent, Inc. reports that Royalty Pharma plc has acquired a preexisting royalty interest related to Nuvalent’s neladalkib and zidesamtinib investigational product candidates from an undisclosed third party for up to $315 million. These product candidates are already subject to a revenue share agreement with Nuvalent’s scientific founder, which is described in the company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Nuvalent explains that the “low single digit preexisting royalty” referenced in Royalty Pharma’s announcement is a 1.5% royalty on net sales of both neladalkib and zidesamtinib. This update clarifies the precise royalty rate that would apply to potential future sales of these drug candidates.

Nuvalent, Inc. reported that one of its directors acquired equity on December 10, 2025. The director received 2,837 shares of Class A common stock issuable under restricted stock units at a price of $0.00, bringing direct ownership of Class A common stock to 2,837 shares.

The director also acquired a stock option for 4,418 shares of Class A common stock with an exercise price of $105.74 and an expiration date of December 10, 2035. The RSUs vest in three equal annual installments after December 10, 2025, while the stock option vests over the three years following that date in equal monthly installments, in each case subject to continued service.

Nuvalent, Inc. (NUVL) reported insider stock sales by a director on 11/24/2025. The reporting person sold multiple small blocks of Class A common stock in open-market transactions under a pre-arranged Rule 10b5-1 trading plan adopted on November 20, 2024.

The Form 4 shows sales at weighted average prices ranging from about $107.01 to $110.64 per share, including transactions reported at weighted averages of $107.70, $108.73, $109.77 and $110.42. After these transactions, the reporting person beneficially owned 1,378,387 Class A common shares directly and 201,672 shares indirectly through the Matthew D. Shair 2021 Irrevocable Family Trust, over which the reporting person has voting and dispositive power.

Nuvalent, Inc. (NUVL) reported an insider transaction by a group of affiliated investment funds and entities that are directors, 10% owners, and directors by deputization. On 11/24/2025, Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P. each reported selling 371,287 shares of Nuvalent Class A common stock pursuant to the exercise of underwriters' option to cover over-allotments in an underwritten public offering at a price of $95.445 per share, while the shares were sold to the public at $101.00 per share. Following the reported transactions, the filing shows 8,299,225 shares of Class A common stock beneficially owned indirectly through Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., and 650,000 shares indirectly through Deerfield Partners, L.P. The reporting persons state they disclaim beneficial ownership beyond their indirect pecuniary interest.

Nuvalent, Inc. entered into an underwriting agreement for an underwritten public offering of 4,950,496 shares of its Class A common stock at a price to the public of $101.00 per share, with underwriters purchasing at $95.445 per share. The company estimates net proceeds of approximately $471.9 million after underwriting discounts and expenses.

Selling stockholders granted the underwriters a 30-day option to buy up to 742,574 additional shares, which would provide them with approximately $75 million of gross proceeds; Nuvalent will not receive any proceeds from these additional shares. The company expects the offering to close on November 20, 2025, subject to customary conditions, and estimates that the net proceeds, combined with existing cash, cash equivalents and marketable securities, will fund operating and capital expenditure needs into 2029.

Nuvalent, Inc. (NUVL) filed a Form 4 for its Chief Financial Officer detailing option exercises and stock sales in November 2025. On November 17, 2025, the CFO exercised stock options for 6,875 Class A shares at $6.89 and 13,125 shares at $72.35, then sold multiple blocks of Class A Common Stock at weighted average prices ranging from $93.8 to $103.68. On November 18, 2025, additional options for 729 shares at $72.35 were exercised, with share sales at weighted average prices of $103.61 and $104.54. After these transactions, the CFO directly owned 61,734 Class A shares and held stock options covering 29,101 and 33,646 shares. All reported trades were made under a Rule 10b5-1 trading plan adopted on December 12, 2024.

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.

Nuvalent, Inc. is offering 4,950,496 shares of its Class A common stock at $101.00 per share, for gross proceeds of $500,000,096 and estimated net proceeds to the company of about $471.9 million after fees and expenses. Selling stockholders have granted underwriters a 30-day option to purchase up to an additional 742,574 shares, from which Nuvalent will receive no proceeds.

Nuvalent is a clinical-stage oncology company developing targeted kinase inhibitors, led by neladalkib (ALK-positive NSCLC), zidesamtinib (ROS1-positive NSCLC) and NVL-330 (HER2-altered tumors). The company reported positive pivotal Phase 1/2 data for neladalkib and zidesamtinib, including objective response rates up to 86% in certain TKI-naïve ALK-positive NSCLC cohorts and 89% in TKI-naïve ROS1-positive NSCLC, with durable responses and intracranial activity, alongside generally well-tolerated safety profiles.

Nuvalent has completed a rolling NDA submission for zidesamtinib in TKI pre-treated ROS1-positive NSCLC and plans a pre-NDA meeting with the FDA for neladalkib. As of September 30, 2025, it held $943.1 million in cash, cash equivalents and marketable securities and expects, with this offering, to fund operations into 2029, though it does not plan to pay dividends and new investors will experience immediate dilution, with as-adjusted net tangible book value of $17.06 per share versus the $101.00 offering price.

Nuvalent, Inc. is offering $500,000,000 of its Class A common stock, with shares listed on Nasdaq under “NUVL.” A 30-day option allows underwriters to buy up to an additional $75,000,000 of stock from selling stockholders, from which Nuvalent will not receive proceeds. Based on an assumed price of $96.50 per share, Nuvalent estimates net proceeds of approximately $471.9 million, increasing as-adjusted net tangible book value from $11.70 to $17.01 per share and causing immediate dilution of $79.49 per share to new investors. As of September 30, 2025, Nuvalent held $943.1 million in cash, cash equivalents and marketable securities and expects this, together with the offering proceeds, to fund operations into 2029.

Nuvalent is a clinical-stage oncology company advancing three targeted kinase inhibitors: neladalkib (ALK-positive NSCLC), zidesamtinib (ROS1-positive NSCLC) and NVL-330 (HER2-altered tumors). Neladalkib and zidesamtinib have shown positive pivotal Phase 1/2 data, including high response rates and durable intracranial activity in both TKI-pretreated and TKI-naïve lung cancer populations, and the company has initiated a global Phase 3 ALKAZAR trial and completed a rolling NDA for zidesamtinib. NVL-330 is in Phase 1 with preclinical data supporting a brain-penetrant profile. Net proceeds will support commercialization of neladalkib and zidesamtinib, further clinical development of all three programs, and general corporate purposes.