Nuvalent (NUVL) CDO exercises options and sells 5,500 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nuvalent, Inc.’s Chief Development Officer Darlene Noci reported option exercises and share sales. On February 26, 2026, she exercised stock options for 5,500 shares of Class A common stock and acquired those shares via derivative conversion.

On the same date, she sold a total of 5,500 Class A common shares in open-market transactions at weighted average prices between $102.04 and $104.41 per share, under a Rule 10b5-1 trading plan adopted on November 18, 2024. After these transactions, she held 58,117 Class A common shares directly.

Insider Trade Summary

Net Seller: 5,500 shares ($566,682)

Net Sell 5 txns

Insider Noci Darlene

Role Chief Development Officer

Sold 5,500 shs ($567K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	5,500	$0.00	--
Exercise	Class A Common Stock	5,500	$27.85	$153K
Sale	Class A Common Stock	3,000	$102.64	$308K
Sale	Class A Common Stock	2,300	$103.44	$238K
Sale	Class A Common Stock	200	$104.25	$21K

Holdings After Transaction: Stock Option (Right to Buy) — 103,329 shares (Direct); Class A Common Stock — 63,617 shares (Direct)

Footnotes (1)

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.04 to $103.00, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.04 to $104.03, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.09 to $104.41, inclusive. 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.

Form 4 Insider Transactions: What Each Field Means →

03/02/2026 - 04:34 PM

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).

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^*

Noci Darlene

(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 Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)
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	02/26/2026		M⁽¹⁾		5,500	A	$27.85	63,617	D
Class A Common Stock	02/26/2026		S⁽¹⁾		3,000	D	$102.64⁽²⁾	60,617	D
Class A Common Stock	02/26/2026		S⁽¹⁾		2,300	D	$103.44⁽³⁾	58,317	D
Class A Common Stock	02/26/2026		S⁽¹⁾		200	D	$104.25⁽⁴⁾	58,117	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)	$27.85	02/26/2026		M⁽¹⁾			5,500	⁽⁵⁾	01/06/2033	Class A Common Stock	5,500	$0	103,329	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.04 to $103.00, 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 $103.04 to $104.03, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.09 to $104.41, 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	03/02/2026
	** 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) executive Darlene Noci report in this Form 4?

Darlene Noci reported exercising stock options for 5,500 Nuvalent Class A shares and selling 5,500 shares in open-market trades. These transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted in November 2024.

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

She sold a total of 5,500 Nuvalent Class A common shares in three open-market transactions. The weighted average sale prices ranged from about $102.04 to $104.41 per share across the reported trade ranges.

How many Nuvalent (NUVL) shares does Darlene Noci own after these transactions?

Following the reported option exercise and related sales, Darlene Noci directly holds 58,117 shares of Nuvalent Class A common stock. This figure reflects her updated direct ownership after all transactions on February 26, 2026.

Were the Nuvalent (NUVL) insider sales made under a Rule 10b5-1 plan?

Yes. The filing states that the reported Nuvalent share sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Darlene Noci on November 18, 2024, indicating trades were pre-arranged rather than discretionary on the trade date.

What type of derivative security did the Nuvalent (NUVL) CDO exercise?

She exercised a stock option to buy 5,500 Nuvalent Class A common shares. The option’s underlying shares vest in equal monthly installments over four years following January 6, 2023, contingent on continued service with the company.

What does transaction code M mean in this Nuvalent (NUVL) Form 4?

Transaction code M in this Form 4 indicates the exercise or conversion of a derivative security, here a stock option. It shows how 5,500 Nuvalent Class A shares were acquired from an existing option award rather than purchased on the open market.