Nuvalent (NUVL) CEO Porter details stock sales and new equity grants

Rhea-AI Filing Summary

Nuvalent, Inc. President and CEO James Richard Porter reported multiple stock transactions in early January 2026. On January 5–6, 2026, he sold several blocks of Nuvalent Class A Common Stock under a pre-arranged Rule 10b5-1 sell-to-cover instruction, with weighted average prices ranging from about $96 to $99 per share to cover tax withholding on previously vested equity awards. After these sales, his directly held shares were reduced to 278,629.

On January 7, 2026, Porter received 46,250 restricted stock units (RSUs) for Class A Common Stock at a stated price of $0.00, increasing his directly held shares to 324,879. The RSUs vest in three equal annual installments following January 7, 2026, subject to continued service. He was also granted a stock option for 46,250 shares at an exercise price of $106.82 per share, vesting in equal monthly installments over four years after January 7, 2026.

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^*

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)
01/05/2026

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	01/05/2026		S(1)		3,679	D	$96.06(2)	302,383	D
Class A Common Stock	01/05/2026		S(1)		4,727	D	$96.85(3)	297,656	D
Class A Common Stock	01/05/2026		S(1)		8,147	D	$97.96(4)	289,509	D
Class A Common Stock	01/05/2026		S(1)		1,337	D	$98.52(5)	288,172	D
Class A Common Stock	01/06/2026		S(1)		3,963	D	$96.75(6)	284,209	D
Class A Common Stock	01/06/2026		S(1)		4,905	D	$97.33(7)	279,304	D
Class A Common Stock	01/06/2026		S(1)		675	D	$98.4(8)	278,629	D
Class A Common Stock	01/07/2026		A		46,250(9)	A	$0.00	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)	$106.82	01/07/2026		A		46,250		(10)	01/07/2036	Class A Common Stock	46,250	$0.00	46,250	D

Explanation of Responses:

1. The sale was effected pursuant to a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy the reporting person's tax withholding obligations upon the vesting of previously granted equity awards.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.34 to $96.33, 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 (8) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.34 to $97.33, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.34 to $98.33, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.34 to $99.10, inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.03 to $97.02, inclusive.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.03 to $98.02, inclusive.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.04 to $98.74, inclusive.

9. Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in three equal annual installments following January 7, 2026, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

10. The shares underlying this option vest over the four years following January 7, 2026 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan McConarty, attorney-in-fact	01/07/2026
	** 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 insider activity did Nuvalent (NUVL) report for its CEO?

Nuvalent reported that President and CEO James Richard Porter sold several blocks of Class A Common Stock on January 5–6, 2026 and received new RSU and stock option grants on January 7, 2026.

How many Nuvalent (NUVL) shares did the CEO sell in January 2026 and at what prices?

On January 5–6, 2026, Porter sold multiple blocks of Class A Common Stock, including 3,679 shares at a weighted average price of $96.06, 4,727 at $96.85, 8,147 at $97.96, 1,337 at $98.52, 3,963 at $96.75, 4,905 at $97.33 and 675 at $98.40.

Were the Nuvalent (NUVL) CEO stock sales discretionary or under a plan?

Footnote disclosure states the sales were effected under a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy tax withholding obligations from vesting of previously granted equity awards.

What new equity awards did the Nuvalent (NUVL) CEO receive on January 7, 2026?

On January 7, 2026, Porter received 46,250 RSUs for Class A Common Stock at a price of $0.00 and a stock option for 46,250 shares with an exercise price of $106.82 per share.

How do the Nuvalent (NUVL) CEO RSUs vest?

The 46,250 RSUs vest in three equal annual installments following January 7, 2026, and each RSU represents the right to receive one share of Nuvalent Class A Common Stock, subject to continued service.

What is the vesting schedule for the Nuvalent (NUVL) CEO stock options?

The 46,250-share stock option with a $106.82 exercise price vests in equal monthly installments over four years following January 7, 2026, subject to continued service.

How many Nuvalent (NUVL) shares did the CEO hold after these transactions?

After the January 5–6, 2026 sales, Porter held 278,629 Class A Common shares directly, and following the 46,250 RSU grant on January 7, 2026, he directly beneficially owned 324,879 Class A Common shares.