NUVL insider trade: CEO option exercise at $18.93 and share sales

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nuvalent (NUVL): CEO insider transaction — On 10/16/2025, the President and CEO (also a Director) exercised 27,000 stock options at $18.93 per share and sold an aggregate 27,000 Class A shares in multiple tranches pursuant to a Rule 10b5-1 trading plan.

Weighted-average sale prices by tranche were $90.01 for 11,310 shares, $90.91 for 13,876 shares, $92.19 for 1,114 shares, and $92.63 for 700 shares. Following these transactions, the reporting person beneficially owned 249,062 Class A shares directly. Derivative holdings reported include 222,400 stock options remaining after the exercise.

Insider Trade Summary

Net Seller: 27,000 shares ($2,447,021)

Net Sell 6 txns

Insider Porter James Richard

Role President and CEO

Sold 27,000 shs ($2.45M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	27,000	$0.00	--
Exercise	Class A Common Stock	27,000	$18.93	$511K
Sale	Class A Common Stock	11,310	$90.01	$1.02M
Sale	Class A Common Stock	13,876	$90.91	$1.26M
Sale	Class A Common Stock	1,114	$92.19	$103K
Sale	Class A Common Stock	700	$92.63	$65K

Holdings After Transaction: Stock Option (Right to Buy) — 222,400 shares (Direct); Class A Common Stock — 276,062 shares (Direct)

Footnotes (1)

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 2, 2024. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.56 to $90.55, 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 (5) of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.56 to $91.47, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.60 to $92.57, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.62 to $92.69, 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.

Form 4 Insider Transactions: What Each Field Means →

10/17/2025 - 04:32 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^*

Porter James Richard

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2025

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)
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	10/16/2025		M⁽¹⁾		27,000	A	$18.93	276,062	D
Class A Common Stock	10/16/2025		S⁽¹⁾		11,310	D	$90.01⁽²⁾	264,752	D
Class A Common Stock	10/16/2025		S⁽¹⁾		13,876	D	$90.91⁽³⁾	250,876	D
Class A Common Stock	10/16/2025		S⁽¹⁾		1,114	D	$92.19⁽⁴⁾	249,762	D
Class A Common Stock	10/16/2025		S⁽¹⁾		700	D	$92.63⁽⁵⁾	249,062	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)	$18.93	10/16/2025		M⁽¹⁾			27,000	⁽⁶⁾	01/04/2032	Class A Common Stock	27,000	$0.00	222,400	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 2, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.56 to $90.55, 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 (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 $90.56 to $91.47, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.60 to $92.57, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.62 to $92.69, 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.

	/s/ Nathan McConarty, attorney-in-fact	10/17/2025
	** 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

FAQ

What did NUVL’s CEO report on Form 4?

On 10/16/2025, the CEO exercised 27,000 options at $18.93 and sold 27,000 Class A shares in multiple tranches under a Rule 10b5-1 plan.

What prices were the NUVL shares sold at?

Weighted-average sale prices were $90.01 (11,310 shares), $90.91 (13,876), $92.19 (1,114), and $92.63 (700).

How many NUVL shares does the CEO hold after the transactions?

The reporting person beneficially owned 249,062 Class A shares directly after the reported trades.

How many options remain after the exercise?

Derivative holdings reported include 222,400 stock options remaining after exercising 27,000 at $18.93.

Was the trade made under a Rule 10b5-1 plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on April 2, 2024.

What is the reporting person’s role at Nuvalent (NUVL)?

The reporting person is the President and CEO, and also serves as a Director.