NUVL CSO reports option exercises and sales under Rule 10b5-1

Q: How many Nuvalent (NUVL) shares were sold and at what prices?

Sales were 7,637 shares at a weighted average $89.81 on 10/13, and on 10/14: 1,167 at $84.98 , 866 at $86.11 , and 400 at $87.39 (each with stated price ranges).

Q: What options did the NUVL CSO exercise?

On 10/13: 1,669 at $18.93 , 4,168 at $27.85 , 1,800 at $72.35 . On 10/14: 731 at $18.93 , 877 at $27.85 , 825 at $29.33 .

Q: Was the trading under a pre‑arranged plan?

Yes. Transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 1, 2024 .

Q: What is the insider’s role at Nuvalent (NUVL)?

The reporting person is an Officer , serving as Chief Scientific Officer .

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nuvalent (NUVL) insider activity: The Chief Scientific Officer reported option exercises and open‑market sales on 10/13/2025 and 10/14/2025 under a Rule 10b5-1 trading plan adopted on November 1, 2024.

Exercises included Class A Common Stock options for 1,669 at $18.93, 4,168 at $27.85, and 1,800 at $72.35 on 10/13, and 731 at $18.93, 877 at $27.85, and 825 at $29.33 on 10/14. Sales included 7,637 at a weighted average price of $89.81 on 10/13 (range $89.80–$89.83), and on 10/14: 1,167 at $84.98 (range $84.64–$85.63), 866 at $86.11 (range $85.89–$86.81), and 400 at $87.39 (range $87.33–$87.56).

Following the reported transactions, the reporting person beneficially owned 65,963 Class A Common Stock shares directly.

Insider Trade Summary

Net Seller: 10,070 shares ($894,578)

Net Sell 16 txns

Insider Pelish Henry E.

Role Chief Scientific Officer

Sold 10,070 shs ($895K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	731	$0.00	--
Exercise	Stock Option (Right to Buy)	877	$0.00	--
Exercise	Stock Option (Right to Buy)	825	$0.00	--
Exercise	Class A Common Stock	731	$18.93	$14K
Exercise	Class A Common Stock	877	$27.85	$24K
Exercise	Class A Common Stock	825	$29.33	$24K
Sale	Class A Common Stock	1,167	$84.98	$99K
Sale	Class A Common Stock	866	$86.11	$75K
Sale	Class A Common Stock	400	$87.39	$35K
Exercise	Stock Option (Right to Buy)	1,669	$0.00	--
Exercise	Stock Option (Right to Buy)	4,168	$0.00	--
Exercise	Stock Option (Right to Buy)	1,800	$0.00	--
Exercise	Class A Common Stock	1,669	$18.93	$32K
Exercise	Class A Common Stock	4,168	$27.85	$116K
Exercise	Class A Common Stock	1,800	$72.35	$130K
Sale	Class A Common Stock	7,637	$89.81	$686K

Holdings After Transaction: Stock Option (Right to Buy) — 14,237 shares (Direct); Class A Common Stock — 66,694 shares (Direct)

Footnotes (1)

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 1, 2024. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.80 to $89.83, 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 (5) of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.64 to $85.63, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.89 to $86.81, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.33 to $87.56, inclusive. The shares underlying this option vest as follows: 25% of the shares vested on January 4, 2023, and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option have vested or shall vest over the four years following January 6, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option have vested or shall vest over the four years following January 5, 2024 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option have vested or shall vest over the four years following March 1, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

10/15/2025 - 12:00 AM

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).

1. Name and Address of Reporting Person^*

Pelish Henry E.

(Last)

(First)

(Middle)

C/O NUVALENT, INC.

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE

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 Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/13/2025		M⁽¹⁾		1,669	A	$18.93	67,632	D
Class A Common Stock	10/13/2025		M⁽¹⁾		4,168	A	$27.85	71,800	D
Class A Common Stock	10/13/2025		M⁽¹⁾		1,800	A	$72.35	73,600	D
Class A Common Stock	10/13/2025		S⁽¹⁾		7,637	D	$89.81⁽²⁾	65,963	D
Class A Common Stock	10/14/2025		M⁽¹⁾		731	A	$18.93	66,694	D
Class A Common Stock	10/14/2025		M⁽¹⁾		877	A	$27.85	67,571	D
Class A Common Stock	10/14/2025		M⁽¹⁾		825	A	$29.33	68,396	D
Class A Common Stock	10/14/2025		S⁽¹⁾		1,167	D	$84.98⁽³⁾	67,229	D
Class A Common Stock	10/14/2025		S⁽¹⁾		866	D	$86.11⁽⁴⁾	66,363	D
Class A Common Stock	10/14/2025		S⁽¹⁾		400	D	$87.39⁽⁵⁾	65,963	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$18.93	10/13/2025		M⁽¹⁾			1,669	⁽⁶⁾	01/04/2032	Class A Common Stock	1,669	$0.00	14,968	D
Stock Option (Right to Buy)	$27.85	10/13/2025		M⁽¹⁾			4,168	⁽⁷⁾	01/06/2033	Class A Common Stock	4,168	$0.00	21,528	D
Stock Option (Right to Buy)	$72.35	10/13/2025		M⁽¹⁾			1,800	⁽⁸⁾	01/05/2034	Class A Common Stock	1,800	$0.00	27,100	D
Stock Option (Right to Buy)	$18.93	10/14/2025		M⁽¹⁾			731	⁽⁶⁾	01/04/2032	Class A Common Stock	731	$0.00	14,237	D
Stock Option (Right to Buy)	$27.85	10/14/2025		M⁽¹⁾			877	⁽⁷⁾	01/06/2033	Class A Common Stock	877	$0.00	20,651	D
Stock Option (Right to Buy)	$29.33	10/14/2025		M⁽¹⁾			825	⁽⁹⁾	03/01/2033	Class A Common Stock	825	$0.00	14,025	D

Explanation of Responses:

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

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.80 to $89.83, 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 (5) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.64 to $85.63, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.89 to $86.81, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.33 to $87.56, inclusive.

6. The shares underlying this option vest as follows: 25% of the shares vested on January 4, 2023, and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

7. The shares underlying this option have vested or shall vest over the four years following January 6, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

8. The shares underlying this option have vested or shall vest over the four years following January 5, 2024 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

9. The shares underlying this option have vested or shall vest over the four years following March 1, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan N. McConarty, attorney-in-fact	10/15/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Nuvalent (NUVL) disclose in this Form 4?

The Chief Scientific Officer reported option exercises and open‑market sales of Class A Common Stock on 10/13/2025 and 10/14/2025 under a Rule 10b5-1 plan.

How many Nuvalent (NUVL) shares were sold and at what prices?

Sales were 7,637 shares at a weighted average $89.81 on 10/13, and on 10/14: 1,167 at $84.98, 866 at $86.11, and 400 at $87.39 (each with stated price ranges).

What options did the NUVL CSO exercise?

On 10/13: 1,669 at $18.93, 4,168 at $27.85, 1,800 at $72.35. On 10/14: 731 at $18.93, 877 at $27.85, 825 at $29.33.

Was the trading under a pre‑arranged plan?

Yes. Transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 1, 2024.

What is the insider’s role at Nuvalent (NUVL)?

The reporting person is an Officer, serving as Chief Scientific Officer.

How many NUVL shares does the insider own after these trades?

Following the reported transactions, the insider beneficially owned 65,963 shares directly.