Deerfield Partner Receives Major Equity Grant on Nuvalent's Board

Rhea-AI Filing Summary

Cameron Wheeler, Director at Nuvalent (NUVL), reported two significant equity transactions on June 18, 2025:

• Acquired 2,647 Restricted Stock Units (RSUs) at $0.00, convertible to Class A Common Stock. These RSUs vest fully on June 18, 2026, or at the next annual stockholder meeting
• Received stock options to purchase 4,147 shares at an exercise price of $75.53 per share, expiring June 18, 2035

Important disclosure: Wheeler, a partner at Deerfield Management Company, L.P., holds these securities for the benefit of Deerfield Management and disclaims beneficial ownership. Following these transactions, Wheeler directly owns 5,146 shares and 4,147 stock options. Both the RSUs and options are subject to continued service requirements.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wheeler Cameron

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	4,147	$0.00	--
Grant/Award	Class A Common Stock	2,647	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 4,147 shares (Direct); Class A Common Stock — 5,146 shares (Direct)

Footnotes (1)

1. The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the securities for the benefit, and at the direction, of Deerfield Management Company, L.P. Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in full on the earlier of June 18, 2026 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option vest in full on the earlier of June 18, 2026 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

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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).

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^*

Wheeler Cameron

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		A		2,647(1)(2)	A	$0.00	5,146(1)	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)	$75.53	06/18/2025		A		4,147(1)		(3)	06/18/2035	Class A Common Stock	4,147(1)	$0.00	4,147(1)	D

Explanation of Responses:

1. The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the securities for the benefit, and at the direction, of Deerfield Management Company, L.P.

2. Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in full on the earlier of June 18, 2026 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

3. The shares underlying this option vest in full on the earlier of June 18, 2026 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan N. McConarty, attorney-in-fact	06/20/2025
	** 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

What stock options did Cameron Wheeler receive from NUVL on June 18, 2025?

Cameron Wheeler received stock options to purchase 4,147 shares of NUVL Class A Common Stock at an exercise price of $75.53. These options vest in full on the earlier of June 18, 2026 or NUVL's next annual meeting of stockholders, and expire on June 18, 2035.

How many restricted stock units (RSUs) were granted to NUVL director Cameron Wheeler?

Cameron Wheeler was granted 2,647 restricted stock units (RSUs) on June 18, 2025. Each RSU represents the right to receive one share of NUVL Class A Common Stock. The RSUs vest in full on the earlier of June 18, 2026 or the company's next annual meeting of stockholders.

What is Cameron Wheeler's total beneficial ownership of NUVL stock after the June 18, 2025 grants?

Following the transactions, Cameron Wheeler directly owns 5,146 shares of NUVL Class A Common Stock and 4,147 stock options. However, the filing notes that Wheeler, as a partner in Deerfield Management Company, L.P., has no pecuniary interest in these securities and disclaims beneficial ownership.

What are the vesting terms for NUVL's June 2025 director equity grants?

Both the stock options and RSUs granted to the director vest in full on the earlier of June 18, 2026 (one year from grant) or the date of NUVL's next annual meeting of stockholders, subject to continued service to the company through the applicable vesting date.