Insider trade: NUVL CLO sells 5,000; exercises options at $6.89

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) reported an insider transaction by its Chief Legal Officer. On 10/20/2025, the officer exercised 5,000 stock options at an exercise price of $6.89 per share and sold 5,000 Class A shares at a weighted average price of $94.91 (range $94.80–$95.00). These trades were executed under a Rule 10b5-1 trading plan adopted on November 18, 2024.

Following the transactions, the reporting person directly beneficially owned 49,086 Class A shares and held 140,608 derivative securities (stock options) with an option expiration date of 04/29/2031. The filing notes the underlying option shares are fully vested.

Insider Trade Summary

Exercise and Sale: 5,000 shares ($440K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Miller Deborah Ann

Role Chief Legal Officer

Sold 5,000 shs ($475K)

Approx. gross sale proceeds $475K

Approx. exercise cost $34K

Approx. pre-tax spread $440K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	5,000	$0.00	$0.00
Exercise	Class A Common Stock	5,000	$6.89	$34K
Sale	Class A Common Stock	5,000	$94.91	$475K

Holdings After Transaction: Stock Option (Right to Buy) — 140,608 shares (Direct); Class A Common Stock — 49,086 shares (Direct)

Footnotes (3)

1. F1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.
2. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.80 to $95.00, 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.
3. F3. The shares underlying this option are fully vested.

FAQ

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

The Chief Legal Officer exercised 5,000 options at $6.89 and sold 5,000 Class A shares at a weighted average price of $94.91 on 10/20/2025.

Was the NUVL insider trade under a 10b5-1 plan?

Yes. The transactions were made pursuant to a Rule 10b5-1 plan adopted on November 18, 2024.

How many Nuvalent shares does the insider own after the trade?

Direct beneficial ownership is 49,086 Class A shares after the reported transactions.

What prices were involved in the Nuvalent share sale?

Shares were sold at a weighted average price of $94.91, with individual trades ranging from $94.80 to $95.00.

How many options remain and when do they expire?

The insider holds 140,608 derivative securities (stock options), expiring on 04/29/2031. The underlying option shares are fully vested.

What security type was involved in the non-derivative sale?

The sale involved Class A Common Stock of Nuvalent, Inc.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/22/2025 - 04:32 PM Learn about SEC filing dates

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^*

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)
10/20/2025

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	10/20/2025		M(1)		5,000	A	$6.89	54,086	D
Class A Common Stock	10/20/2025		S(1)		5,000	D	$94.91(2)	49,086	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)	$6.89	10/20/2025		M(1)			5,000	(3)	04/29/2031	Class A Common Stock	5,000	$0	140,608	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 $94.80 to $95.00, 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.

3. The shares underlying this option are fully vested.

	/s/ Nathan McConarty, attorney-in-fact	10/22/2025
	** 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.