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  4. [Form 4] Nuvalent, Inc. Insider Trading Activity

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

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Miller Deborah Ann
Role Chief Legal Officer
Sold 6,952 shs ($676K)
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 17,500 $0.00 --
Grant/Award Class A Common Stock 17,500 $0.00 --
Sale Class A Common Stock 1,075 $96.75 $104K
Sale Class A Common Stock 1,331 $97.33 $130K
Sale Class A Common Stock 183 $98.40 $18K
Sale Class A Common Stock 897 $96.06 $86K
Sale Class A Common Stock 1,153 $96.85 $112K
Sale Class A Common Stock 1,987 $97.96 $195K
Sale Class A Common Stock 326 $98.52 $32K
Holdings After Transaction: Stock Option (Right to Buy) — 17,500 shares (Direct); Class A Common Stock — 59,634 shares (Direct)
Footnotes (1)
  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. 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. 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. 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. 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. 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. 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. 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. 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. 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.
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).
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).
** 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.

Source: View Original Filing on SEC EDGAR

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.

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..