Nuvalent trust plans sale of 1,650 shares under Rule 144

Nuvalent, Inc. insider-related trust plans modest stock sale under Rule 144.

Rhea-AI Filing Summary

Nuvalent, Inc. insider-related trust plans modest stock sale under Rule 144. A Form 144 notice reports that the Matthew Shair 2021 Irrevocable Trust intends to sell 1,650 shares of Nuvalent Class A common stock through J.P. Morgan Securities on Nasdaq, with an aggregate market value of 166,125. The notice states that 67,271,461 Class A shares were outstanding, providing context for the planned sale’s relative size. The shares to be sold were originally acquired by grant and transferred to the trust on 07/13/2021. The filing also lists several prior sales by the same trust over the past three months.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Nuvalent (NUVL) Form 144 disclose about upcoming share sales?

The filing discloses that the Matthew Shair 2021 Irrevocable Trust plans to sell 1,650 Nuvalent Class A shares under Rule 144. The planned sale, through J.P. Morgan Securities on Nasdaq, has an aggregate market value of $166,125 based on the figures reported.

Who is selling Nuvalent (NUVL) shares and how were they acquired?

The seller is the Matthew Shair 2021 Irrevocable Trust, for whose account the securities will be sold. The 1,650 Class A shares were acquired via a grant and transferred to the trust on July 13, 2021, according to the transaction details provided.

How large is the Nuvalent (NUVL) Form 144 sale compared with shares outstanding?

The notice covers 1,650 Class A shares, with an aggregate market value of $166,125. It reports 67,271,461 Class A shares outstanding, indicating the planned sale represents a very small fraction of the company’s total outstanding equity at the referenced time.

Which broker and exchange are involved in the Nuvalent (NUVL) Form 144 sale?

The planned Rule 144 sale will be executed through J.P. Morgan Securities LLC as broker. The Class A common stock is expected to be sold on Nasdaq, which is the named securities exchange in the Form 144 disclosure for this transaction.

What prior Nuvalent (NUVL) share sales by the trust are listed in the filing?

The filing lists several past three-month sales by the Matthew Shair 2021 Irrevocable Trust, including multiple 5,850- and 1,650-share Class A transactions. Reported gross proceeds for these trades range from about $170,561 to $639,807 across dates in November 2025 through January 2026.

What representation does the seller make in the Nuvalent (NUVL) Form 144?

The person for whose account the shares are to be sold represents by signing that they do not know any undisclosed material adverse information about the issuer’s current or prospective operations, consistent with Rule 144 requirements stated in the notice’s certification language.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/17/2026 - 04:58 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001862123
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Nuvalent Inc
SEC File Number	001-40671
Address of Issuer	One Broadway, 14th Floor Cambridge MASSACHUSETTS 02142
Phone	857-357-7000
Name of Person for Whose Account the Securities are To Be Sold	Matthew Shair
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	J.P. Morgan Securities LLC 270 Park Avenue 10th Floor New York NY 10017	1650	166125	67271461	02/17/2026	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common	07/13/2021	Grant	Matthew Shair, who acquired the shares from issuer on 02/17/17, transferred to trust on 7/13/21			1650	07/13/2021	Transfer

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Matthew Shair 2021 Irrevocable Trust One Broadway, 14th floor Cambridge MA 02142	Class A Common	11/24/2025	5850	639807
Matthew Shair 2021 Irrevocable Trust One Broadway, 14th floor Cambridge MA 02142	Class A Common	12/22/2025	5850	607716
Matthew Shair 2021 Irrevocable Trust One Broadway, 14th floor Cambridge MA 02142	Class A Common	01/20/2026	5850	607777
Matthew Shair 2021 Irrevocable Trust One Broadway, 14th floor Cambridge MA 02142	Class A Common	11/24/2025	1650	180459
Matthew Shair 2021 Irrevocable Trust One Broadway, 14th floor Cambridge MA 02142	Class A Common	12/22/2025	1650	170561
Matthew Shair 2021 Irrevocable Trust One Broadway, 14th floor Cambridge MA 02142	Class A Common	01/20/2026	1650	171988

144: Remarks and Signature

Remarks	The shares filed today will be sold by the Matthew Shair 2021 Irrevocable Trust Karoline Shair as Trustee
Date of Notice	02/17/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	11/20/2024
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ J.P. Morgan Securities LLC as agent and attorney-in-fact for Matthew Shair
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)