Nuvalent (NUVL) CLO files insider stock sales, RSU and option grants

Rhea-AI Filing Summary

Nuvalent, Inc.'s Chief Legal Officer, Deborah Ann Miller, reported several sales of Class A Common Stock on January 5–6, 2026, coded as sales and executed under a durable Rule 10b5-1 sell-to-cover instruction. The filing states these sales were made to satisfy tax withholding obligations upon vesting of previously granted equity awards, at weighted average prices generally in the mid‑$90s per share. Following these transactions, she continued to hold tens of thousands of shares directly.

On January 7, 2026, Miller reported an acquisition of 17,500 Class A Common Stock underlying restricted stock units at a price of $0.00 per share, bringing her directly held Class A Common Stock to 59,634 shares. She also received a stock option for 17,500 shares at an exercise price of $106.82 per share, vesting in equal monthly installments over four years after January 7, 2026, while the RSUs vest in three equal annual installments after that date, all 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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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)
01/05/2026

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	01/05/2026		S(1)		897	D	$96.06(2)	48,189	D
Class A Common Stock	01/05/2026		S(1)		1,153	D	$96.85(3)	47,036	D
Class A Common Stock	01/05/2026		S(1)		1,987	D	$97.96(4)	45,049	D
Class A Common Stock	01/05/2026		S(1)		326	D	$98.52(5)	44,723	D
Class A Common Stock	01/06/2026		S(1)		1,075	D	$96.75(6)	43,648	D
Class A Common Stock	01/06/2026		S(1)		1,331	D	$97.33(7)	42,317	D
Class A Common Stock	01/06/2026		S(1)		183	D	$98.4(8)	42,134	D
Class A Common Stock	01/07/2026		A		17,500(9)	A	$0.00	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)	$106.82	01/07/2026		A		17,500		(10)	01/07/2036	Class A Common Stock	17,500	$0.00	17,500	D

Explanation of Responses:

1. The sale was effected pursuant to a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy the reporting person's tax withholding obligations upon the vesting of previously granted equity awards.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.34 to $96.33, 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 (8) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.34 to $97.33, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.34 to $98.33, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.34 to $99.10, inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.03 to $97.02, inclusive.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.03 to $98.02, inclusive.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.04 to $98.74, inclusive.

9. 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 three equal annual installments following January 7, 2026, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

10. The shares underlying this option vest over the four years following January 7, 2026 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan McConarty, attorney-in-fact	01/07/2026
	** 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).
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FAQ

What insider activity did Nuvalent (NUVL) report for Deborah Ann Miller?

Nuvalent reported that Chief Legal Officer Deborah Ann Miller sold multiple blocks of Class A Common Stock on January 5–6, 2026, and on January 7, 2026 she received 17,500 RSUs and a stock option for 17,500 shares.

Were the Nuvalent (NUVL) insider stock sales made under a Rule 10b5-1 plan?

Yes. A footnote explains that the sales were effected under a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy tax withholding obligations tied to vesting equity awards.

What prices were received in the Nuvalent (NUVL) insider stock sales?

The reported sale prices are weighted average prices, with transactions occurring in ranges such as $95.34–$96.33, $96.34–$97.33, and up to $98.04–$98.74, as detailed in the footnotes.

How many Nuvalent (NUVL) shares did the CLO hold after the reported transactions?

After the reported activity, Miller directly beneficially owned 59,634 shares of Nuvalent Class A Common Stock, as shown in the non-derivative table for January 7, 2026.

What are the terms of the Nuvalent (NUVL) RSU grant reported on January 7, 2026?

The 17,500 RSUs each represent one share of Class A Common Stock and vest in three equal annual installments following January 7, 2026, subject to Miller’s continued service with Nuvalent.

What are the vesting terms of the stock option granted to the Nuvalent (NUVL) CLO?

The stock option for 17,500 shares has an exercise price of $106.82 per share and vests in equal monthly installments over four years following January 7, 2026, contingent on continued service.