Nuvalent (NASDAQ: NUVL) officer exercises options and sells stock

Rhea-AI Filing Summary

Nuvalent, Inc.’s Chief Development Officer, Darlene Noci, reported an options exercise and related share sales. On January 29, 2026, she exercised 5,500 stock options at $27.85 per share, receiving the same number of Class A common shares.

That same day she sold portions of Class A common stock in several trades: 189 shares at $100.95, 3,429 shares at $101.8, 1,819 shares at $102.67, and 63 shares at $103.39, with prices reported as weighted averages. These transactions were executed under a Rule 10b5-1 trading plan adopted on November 18, 2024.

After the reported transactions, Noci directly held 58,117 shares of Class A common stock and 108,829 stock options. The option underlying the 5,500-share exercise vests in equal monthly installments over four years following January 6, 2023, 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^*

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)
01/29/2026

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	01/29/2026		M(1)		5,500	A	$27.85	63,617	D
Class A Common Stock	01/29/2026		S(1)		189	D	$100.95(2)	63,428	D
Class A Common Stock	01/29/2026		S(1)		3,429	D	$101.8(3)	59,999	D
Class A Common Stock	01/29/2026		S(1)		1,819	D	$102.67(4)	58,180	D
Class A Common Stock	01/29/2026		S(1)		63	D	$103.39(5)	58,117	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	01/29/2026		M(1)			5,500	(6)	01/06/2033	Class A Common Stock	5,500	$0	108,829	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 $100.34 to $101.33, 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 (5) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.35 to $102.34, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.35 to $103.33, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.35 to $103.43, inclusive.

6. 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	02/02/2026
	** 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).
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FAQ

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

Darlene Noci, Nuvalent’s Chief Development Officer, is the reporting person. She is an officer, not a director or 10% owner, and reports direct holdings in Class A common stock and stock options in this Form 4 filing.

What transactions did Darlene Noci report in Nuvalent (NUVL) stock?

She reported exercising 5,500 stock options at $27.85 and selling Class A common shares in multiple trades on January 29, 2026, at weighted average prices between $100.95 and $103.39, all as disclosed in the filing tables and footnotes.

How many Nuvalent (NUVL) shares does Darlene Noci own after these trades?

Following the reported transactions, Darlene Noci directly owns 58,117 shares of Nuvalent Class A common stock. She also holds 108,829 stock options, including the option from which 5,500 shares were exercised on January 29, 2026, according to the filing.

Were Darlene Noci’s Nuvalent (NUVL) trades under a Rule 10b5-1 plan?

Yes. The filing states these transactions were made under a Rule 10b5-1 trading plan that Darlene Noci adopted on November 18, 2024. Such plans pre-schedule trades to help insiders trade shares according to predetermined instructions.

What stock option did Darlene Noci exercise in this Nuvalent (NUVL) Form 4?

She exercised a Stock Option (Right to Buy) for 5,500 shares of Class A common stock at an exercise price of $27.85. The option vests in equal monthly installments over four years following January 6, 2023, subject to continued service.

At what prices were Nuvalent (NUVL) shares sold in the reported trades?

Shares were sold in several weighted-average price transactions: $100.95, $101.8, $102.67, and $103.39 per share. Footnotes explain each average reflects multiple trades within specified intraday price ranges.