Nuvalent (NUVL) Chief Legal Officer exercises options and sells shares

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Legal Officer Deborah Ann Miller reported option exercises and share sales under a pre-arranged trading plan. On January 21, 2026 she exercised 700 stock options at an exercise price of $27.85 per share and sold 700 shares of Class A common stock at a weighted average price of $109.84 per share, leaving 59,634 shares owned directly. On January 22, 2026 she exercised an additional 14,300 options at $27.85 per share and sold 14,300 shares at a weighted average price of $110.16 per share, again leaving 59,634 shares owned directly. The transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024, and the underlying options vest in equal monthly installments over four years following January 6, 2023, subject to continued service.

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
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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^*

Miller Deborah Ann

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		M(1)		700	A	$27.85	60,334	D
Class A Common Stock	01/21/2026		S(1)		700	D	$109.84(2)	59,634	D
Class A Common Stock	01/22/2026		M(1)		14,300	A	$27.85	73,934	D
Class A Common Stock	01/22/2026		S(1)		14,300	D	$110.16(3)	59,634	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	01/21/2026		M(1)			700	(4)	01/06/2033	Class A Common Stock	700	$0	89,454	D
Stock Option (Right to Buy)	$27.85	01/22/2026		M(1)			14,300	(4)	01/06/2033	Class A Common Stock	14,300	$0	75,154	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 $109.80 to $109.90, 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 $109.80 to $110.75, 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.

	/s/ Nathan McConarty, attorney-in-fact	01/23/2026
	** 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.
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FAQ

What insider transactions did Nuvalent (NUVL) report in this Form 4?

The Form 4 shows Chief Legal Officer Deborah Ann Miller exercised stock options and sold the same number of Nuvalent Class A common shares on January 21 and 22, 2026.

How many Nuvalent (NUVL) shares did the Chief Legal Officer sell and at what prices?

Deborah Ann Miller sold 700 shares at a weighted average price of $109.84 on January 21, 2026 and 14,300 shares at a weighted average price of $110.16 on January 22, 2026.

How many Nuvalent (NUVL) shares does the insider hold after these transactions?

Following the reported transactions, Deborah Ann Miller beneficially owns 59,634 shares of Nuvalent Class A common stock directly.

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

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted by Deborah Ann Miller on November 18, 2024.

What were the exercise terms of the Nuvalent (NUVL) stock options used in these Form 4 transactions?

The stock options exercised had an exercise price of $27.85 per share and are scheduled to vest in equal monthly installments over four years following January 6, 2023, subject to continued service.

What types of securities are covered in this Nuvalent (NUVL) Form 4?

The Form 4 covers Class A common stock and stock options (rights to buy Class A common stock) held directly by Deborah Ann Miller.