[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview – Nuvalent, Inc. (NUVL)

On 06/26/2025, Chief Development Officer Darlene Noci reported a series of option exercises and related open-market sales under a pre-arranged Rule 10b5-1 trading plan dated 11/18/2024.

• Option exercise: 4,000 Class A common shares were acquired via option exercise at an exercise price of $27.85 per share.
• Dispositions: The exact 4,000 shares were immediately sold in three blocks: 85 sh at a weighted average $77.38, 3,609 sh at $78.70, and 306 sh at $79.15. Aggregate proceeds approximate $311 k, implying a spread of roughly $50 per share over the exercise price.
• Post-transaction holdings: Noci’s direct ownership declined from 52,034 to 48,034 shares (-7.7%). She retains 138,329 stock options expiring 01/06/2033.

No other equity classes or derivative instruments were reported. All transactions were effected under a 10b5-1 plan, suggesting routine portfolio management rather than discretionary selling.

Positive

• None.

Negative

• Insider sale of 4,000 shares (≈$311 k) reduces direct ownership by 7.7%, which can be perceived as a slight negative signal, even though executed under a 10b5-1 plan.

Insights

Securities Analyst

TL;DR – Modest insider sale (4k sh) under 10b5-1; limited signal value.

The exercise-and-sale sequence is economically neutral to the share count yet trims the insider’s direct stake by 4,000 shares, worth roughly $0.3 million. Because the sale represents under 8% of her holdings and is covered by a 10b5-1 plan adopted months earlier, the informational content is muted. Investors typically view insider sales as a mild negative, but the structured nature, small size, and continued sizeable ownership (>48 k shares plus 138 k options) reduce concern. Strategically, no implications for Nuvalent’s operations or capital structure arise. Impact on valuation or sentiment should be minimal.

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^*

Noci Darlene

(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 Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		M(1)		4,000	A	$27.85	52,034	D
Class A Common Stock	06/26/2025		S(1)		85	D	$77.38(2)	51,949	D
Class A Common Stock	06/26/2025		S(1)		3,609	D	$78.7(3)	48,340	D
Class A Common Stock	06/26/2025		S(1)		306	D	$79.15(4)	48,034	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	06/26/2025		M(1)			4,000	(5)	01/06/2033	Class A Common Stock	4,000	$0	138,329	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 $77.04 to $77.61, 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 (4) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.08 to $79.07, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.08 to $79.33, inclusive.

5. 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	06/27/2025
	** 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

How many Nuvalent (NUVL) shares did Darlene Noci sell on 06/26/2025?

She sold a total of 4,000 Class A common shares in three separate transactions.

At what prices were the NUVL shares sold?

Weighted average prices were $77.38, $78.70, and $79.15 per share.

Did the insider exercise stock options before selling?

Yes, she exercised 4,000 options at an exercise price of $27.85 immediately prior to the sales.

What is Darlene Noci’s share ownership after the transactions?

Direct ownership stands at 48,034 shares, plus 138,329 remaining stock options.

Was the sale executed under a 10b5-1 plan?

Yes, all trades were made pursuant to a Rule 10b5-1 plan adopted on 11/18/2024.