Insider at Nuvalent (NUVL) logs stock sales and new equity grants

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Legal Officer Deborah Ann Miller reported multiple transactions in the company’s Class A Common Stock. On January 5–6, 2026, she sold several small blocks of shares at weighted average prices generally ranging from about $95.34 to $99.10 per share, with the filing noting these sales were made under a durable Rule 10b5-1 sell-to-cover instruction to satisfy tax withholding obligations on previously granted equity awards.

On January 7, 2026, she received 17,500 restricted stock units (RSUs), each representing one share of Class A Common Stock, which vest in three equal annual installments following that date, and a stock option for 17,500 shares at an exercise price of $106.82 that vests in equal monthly installments over four years. After these transactions, she directly beneficially owned 59,634 shares of Class A Common Stock and 17,500 stock options.

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.
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FAQ

Who is the insider in Nuvalent (NUVL) reported in this Form 4?

The filing reports transactions by Deborah Ann Miller, who serves as Chief Legal Officer of Nuvalent, Inc. and is identified as an officer but not a director or 10% owner.

What Nuvalent Class A Common Stock sales did Deborah Ann Miller report?

On January 5–6, 2026, she reported several sales of Class A Common Stock in small blocks, including transactions at weighted average prices such as $96.06, $96.85, $97.96, $98.52, $96.75, $97.33 and $98.40 per share, with price ranges between about $95.34 and $99.10 per share as described in the footnotes.

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

Yes. A footnote states that the sale was effected pursuant to a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy tax withholding obligations upon the vesting of previously granted equity awards.

What new equity awards did Deborah Ann Miller receive from Nuvalent?

On January 7, 2026, she received 17,500 restricted stock units (RSUs), each for one share of Class A Common Stock, and a stock option for 17,500 shares with an exercise price of $106.82 per share.

How do the RSUs reported for Nuvalent (NUVL) vest for the Chief Legal Officer?

The 17,500 RSUs vest in three equal annual installments following January 7, 2026, subject to Ms. Miller’s continued service with Nuvalent, Inc. through each applicable vesting date.

What are the vesting terms of the Nuvalent stock options granted to Deborah Ann Miller?

The stock option for 17,500 shares at an exercise price of $106.82 vests over the four years following January 7, 2026 in equal monthly installments, contingent on continued service to Nuvalent, Inc..

How many Nuvalent shares does the Chief Legal Officer own after these transactions?

Following the reported transactions, Ms. Miller directly beneficially owned 59,634 shares of Nuvalent, Inc. Class A Common Stock and 17,500 stock options as shown in the tables.