[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) – Form 4 insider transaction summary

Chief Scientific Officer Henry E. Pelish reported a series of option exercises and related open-market sales executed on 06/25/2025 and 06/27/2025 under a Rule 10b5-1 trading plan adopted on 11/01/2024.

• Options exercised (Code “M”): 10,800 Class A shares in four tranches – 3,677 and 347 shares at a $27.85 strike (options granted 01/06/2023) and 4,953 and 1,823 shares at a $29.33 strike (options granted 03/01/2023).
• Shares sold (Code “S”): 10,800 Class A shares at weighted-average prices of $79.87 (range $79.80-$79.92) on 06/25/2025 and $79.92 (range $79.80-$80.00) on 06/27/2025.
• Ownership impact: Pelish’s direct Class A common-stock holding remains unchanged at 63,101 shares after the paired exercise-and-sell transactions, indicating a cashless exercise structure.
• Remaining derivative holdings: 28,328 options at a $27.85 strike (expiring 01/06/2033) and 25,299 options at a $29.33 strike (expiring 03/01/2033) are still outstanding.

No new shares were added to, or removed from, insider ownership; the activity primarily generated liquidity while maintaining the existing equity stake. Investors typically view such neutral, plan-based sales as having limited informational content, though they can add modest selling pressure near the $80 trading level.

Positive

• Executive retains 63,101 Class A shares after transactions, maintaining significant alignment with shareholders.
• Compliance with Rule 10b5-1 demonstrates proactive governance and reduces insider-trading risk.

Negative

• Sale of 10,800 shares around $80 may add short-term supply and could be perceived as partial profit-taking.

Insights

Securities Analyst

TL;DR: Neutral cashless exercise; insider stake unchanged, ~$80 sale price shows valuation level but no directional signal.

The Form 4 details paired option exercises and immediate sales, a classic cashless exercise. Pelish unlocked the intrinsic value of 10,800 options (strike $27.85–$29.33) by selling an equal number of shares at roughly $79.9, realising a spread of about $50 per share. Because beneficial ownership stayed at 63,101 shares, there is no dilution or new insider accumulation. The trades were executed under a pre-planned Rule 10b5-1 program, reducing signalling risk. From a market perspective, the $0.9 million sale could create minor supply but does not suggest a change in insider conviction. Overall impact on valuation or thesis is neutral.

Corporate Governance Expert

TL;DR: Rule 10b5-1 plan reduces governance concern; activity routine, modest liquidity event.

The disclosure confirms compliance with updated Rule 10b5-1 affirmative-defense requirements, including plan adoption date. The option tranches vest monthly over four-year periods, aligning executive incentives with long-term performance. No red flags emerge: the executive retains a sizeable 63k-share stake and 53k options. Because transactions were pre-scheduled, they carry low litigation or perception risk. I assess the governance impact as negligible.

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^*

Pelish Henry E.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/25/2025		M(1)		3,677	A	$27.85	66,778	D
Class A Common Stock	06/25/2025		M(1)		4,953	A	$29.33	71,731	D
Class A Common Stock	06/25/2025		S(1)		8,630	D	$79.87(2)	63,101	D
Class A Common Stock	06/27/2025		M(1)		347	A	$27.85	63,448	D
Class A Common Stock	06/27/2025		M(1)		1,823	A	$29.33	65,271	D
Class A Common Stock	06/27/2025		S(1)		2,170	D	$79.92(3)	63,101	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	06/25/2025		M(1)			3,677	(4)	01/06/2033	Class A Common Stock	3,677	$0	28,675	D
Stock Option (Right to Buy)	$29.33	06/25/2025		M(1)			4,953	(5)	03/01/2033	Class A Common Stock	4,953	$0	27,122	D
Stock Option (Right to Buy)	$27.85	06/27/2025		M(1)			347	(4)	01/06/2033	Class A Common Stock	347	$0	28,328	D
Stock Option (Right to Buy)	$29.33	06/27/2025		M(1)			1,823	(5)	03/01/2033	Class A Common Stock	1,823	$0	25,299	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 $79.80 to $79.92, 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) and (3) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.80 to $80.00, inclusive.

4. 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.

5. 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/ Deborah A. Miller, attorney-in-fact	06/27/2025
	** 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.

FAQ

How many Nuvalent (NUVL) shares did the executive sell?

Henry E. Pelish sold 10,800 Class A shares in two batches on 06/25/2025 and 06/27/2025.

Were the sales part of a Rule 10b5-1 plan?

Yes. All transactions were executed under a Rule 10b5-1 trading plan adopted on 11/01/2024.

Did insider ownership change after these transactions?

No. Pelish still directly owns 63,101 shares; the transactions were structured as cashless option exercises.

What option strike prices were exercised in the Form 4?

Options were exercised at $27.85 (granted 01/06/2023) and $29.33 (granted 03/01/2023).

What options remain outstanding for the executive?

Pelish retains 28,328 options at a $27.85 strike (expiring 01/06/2033) and 25,299 options at a $29.33 strike (expiring 03/01/2033).