Nuvalent (NASDAQ: NUVL) CEO sells 30K shares after option exercise

Rhea-AI Filing Summary

Nuvalent, Inc. President and CEO James Richard Porter exercised stock options for 30,000 shares of Class A common stock at an exercise price of $27.85 per share. These options were part of a grant vesting monthly over four years from January 6, 2023.

On the same date, he sold 30,000 shares of Class A common stock in open-market transactions at weighted average prices of about $98.59, $99.29 and $100.19, pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on December 4, 2025. Following these transactions, he directly holds 324,879 shares of Nuvalent Class A common stock.

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

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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^*

Porter James Richard

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		M(1)		30,000	A	$27.85	354,879	D
Class A Common Stock	03/06/2026		S(1)		13,585	D	$98.59(2)	341,294	D
Class A Common Stock	03/06/2026		S(1)		16,015	D	$99.29(3)	325,279	D
Class A Common Stock	03/06/2026		S(1)		400	D	$100.19(4)	324,879	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)	$27.85	03/06/2026		M(1)			30,000	(5)	01/06/2033	Class A Common Stock	30,000	$0.00	147,780	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.03 to $99.01, 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 $99.03 to $100.02, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.12 to $100.25, inclusive.

5. 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.

	/s/ Nathan McConarty, attorney-in-fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Nuvalent (NUVL) CEO James Richard Porter do in this Form 4 filing?

Nuvalent CEO James Richard Porter exercised stock options for 30,000 shares at $27.85 each and sold 30,000 shares in open-market trades. The filing documents both the option exercise and subsequent share sales on the same date.

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

The CEO sold a total of 30,000 Nuvalent Class A common shares in multiple open-market transactions. Weighted average prices were about $98.59, $99.29 and $100.19, with individual trades occurring within narrow price ranges disclosed in the footnotes.

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

After the reported option exercise and share sales, the CEO directly owns 324,879 shares of Nuvalent Class A common stock. This figure reflects his updated position following all transactions disclosed in this Form 4 filing on March 6, 2026.

Were the Nuvalent (NUVL) CEO’s share sales under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on December 4, 2025. Such pre-arranged plans schedule trades in advance, making the timing more routine and less discretionary for the insider.

What stock options did the Nuvalent (NUVL) CEO exercise in this Form 4?

He exercised a stock option covering 30,000 shares of Class A common stock at an exercise price of $27.85 per share. The option vests in equal monthly installments over four years following January 6, 2023, subject to continued service with Nuvalent.

Does this Nuvalent (NUVL) Form 4 show any remaining options for the CEO?

The Form 4 shows exercise of 30,000 option shares and no remaining derivative positions in the derivative summary. The reported option grant vests monthly over four years, and this transaction reflects the exercised portion disclosed in the filing data.