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[Form 4] Nuvalent, Inc. Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4
Insider Pelish Henry E.
Role Chief Scientific Officer
Sold 7,645 shs ($614K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 182 $0.00 --
Exercise Stock Option (Right to Buy) 878 $0.00 --
Exercise Stock Option (Right to Buy) 4,440 $0.00 --
Exercise Class A Common Stock 182 $18.93 $3K
Exercise Class A Common Stock 878 $27.85 $24K
Exercise Class A Common Stock 4,440 $29.33 $130K
Sale Class A Common Stock 5,260 $79.94 $420K
Sale Class A Common Stock 240 $80.92 $19K
Sale Class A Common Stock 1,945 $81.08 $158K
Sale Class A Common Stock 200 $81.90 $16K
Holdings After Transaction: Stock Option (Right to Buy) — 18,099 shares (Direct); Class A Common Stock — 61,138 shares (Direct)
Footnotes (1)
  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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.59 to $81.41, 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), (3) and (5) of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.86 to $81.95, inclusive. 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 $79.84 to $80.58, 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 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 →
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)
07/09/2025
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 07/09/2025 S(1) 1,945 D $81.08(2) 61,156 D
Class A Common Stock 07/09/2025 S(1) 200 D $81.9(3) 60,956 D
Class A Common Stock 07/10/2025 M(4) 182 A $18.93 61,138 D
Class A Common Stock 07/10/2025 M(4) 878 A $27.85 62,016 D
Class A Common Stock 07/10/2025 M(4) 4,440 A $29.33 66,456 D
Class A Common Stock 07/10/2025 S(4) 5,260 D $79.94(5) 61,196 D
Class A Common Stock 07/10/2025 S(4) 240 D $80.92 60,956 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) $18.93 07/10/2025 M(4) 182 (6) 01/04/2032 Class A Common Stock 182 $0.00 18,099 D
Stock Option (Right to Buy) $27.85 07/10/2025 M(4) 878 (7) 01/06/2033 Class A Common Stock 878 $0.00 27,450 D
Stock Option (Right to Buy) $29.33 07/10/2025 M(4) 4,440 (8) 03/01/2033 Class A Common Stock 4,440 $0.00 20,859 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 $80.59 to $81.41, 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), (3) and (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 $81.86 to $81.95, inclusive.
4. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 1, 2024.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.84 to $80.58, 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 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 07/11/2025
** 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