Nuvalent (NUVL) CLO exercises 5.5K options, sells 5.5K shares under 10b5-1

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Legal Officer Deborah Ann Miller exercised stock options and sold shares in a planned transaction. She exercised options to acquire 5,500 shares of Class A Common Stock at an exercise price of $6.89 per share, from options that are fully vested. On the same date, she sold a total of 5,500 shares in three open-market trades at weighted average prices around $97.50–$99.46 per share, under a pre-arranged Rule 10b5-1 trading plan adopted on November 18, 2024. After these transactions, she directly holds 59,634 shares of Class A Common Stock and retains 83,608 stock options outstanding, according to the filing.

Insider Trade Summary 10b5-1

Net Seller: 5,500 shares ($542,991)

Net Sell 5 txns

Insider Miller Deborah Ann

Role Chief Legal Officer

Sold 5,500 shs ($543K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	5,500	$0.00	--
Exercise	Class A Common Stock	5,500	$6.89	$38K
Sale	Class A Common Stock	940	$97.50	$92K
Sale	Class A Common Stock	1,757	$98.21	$173K
Sale	Class A Common Stock	2,803	$99.46	$279K

Holdings After Transaction: Stock Option (Right to Buy) — 83,608 shares (Direct); Class A Common Stock — 65,134 shares (Direct)

Footnotes (1)

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.89 to $97.85, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.92 to $98.85, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.09 to $99.80, inclusive. The shares underlying this option are fully vested.

Key Figures

Options exercised: 5,500 shares Exercise price: $6.89/share Shares sold block 1: 940 shares at $97.50 +4 more

7 metrics

Options exercised 5,500 shares Stock options exercised at $6.89 per share on 2026-03-26

Exercise price <money>$6.89</money>/share Stock Option (Right to Buy) for Class A Common Stock

Shares sold block 1 940 shares at <money>$97.50</money> Open-market sale of Class A Common Stock on 2026-03-26

Shares sold block 2 1,757 shares at <money>$98.21</money> Open-market sale of Class A Common Stock on 2026-03-26

Shares sold block 3 2,803 shares at <money>$99.46</money> Open-market sale of Class A Common Stock on 2026-03-26

Shares held after 59,634 shares Direct Class A Common Stock holdings following transactions

Options remaining 83,608 options Stock Option (Right to Buy) position after exercising 5,500 options

Key Terms

Stock Option (Right to Buy), Rule 10b5-1 trading plan, weighted average price, Exercise or conversion of derivative security, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

Rule 10b5-1 trading plan regulatory

"These transactions were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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 MASSACHUSETTS 02142

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/26/2026		M(1)		5,500	A	$6.89	65,134	D
Class A Common Stock	03/26/2026		S(1)		940	D	$97.5(2)	64,194	D
Class A Common Stock	03/26/2026		S(1)		1,757	D	$98.21(3)	62,437	D
Class A Common Stock	03/26/2026		S(1)		2,803	D	$99.46(4)	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)	$6.89	03/26/2026		M(1)			5,500	(5)	04/29/2031	Class A Common Stock	5,500	$0	83,608	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 $96.89 to $97.85, 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 $97.92 to $98.85, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.09 to $99.80, inclusive.

5. The shares underlying this option are fully vested.

	/s/ Nathan McConarty, attorney-in-fact	03/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Nuvalent (NUVL) executive Deborah Ann Miller report in this Form 4?

Deborah Ann Miller reported exercising stock options for 5,500 Nuvalent shares at $6.89 each and selling 5,500 shares in three open-market transactions around $97.50–$99.46 per share. The activity reflects an exercise-and-sell pattern disclosed in a Form 4 insider filing.

How many Nuvalent (NUVL) shares did Deborah Ann Miller sell and at what prices?

She sold a total of 5,500 Nuvalent Class A Common shares in three blocks: 940 shares at a weighted average of $97.50, 1,757 shares around $98.21, and 2,803 shares near $99.46, with each block executed through multiple trades within stated price ranges.

How many Nuvalent (NUVL) shares and options does Deborah Ann Miller hold after the transactions?

After the reported transactions, Deborah Ann Miller directly holds 59,634 Nuvalent Class A Common shares. She also has 83,608 stock options remaining outstanding, following the exercise of 5,500 options that were fully vested according to the filing’s footnotes.

Were Deborah Ann Miller’s Nuvalent (NUVL) share sales under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on November 18, 2024. Such plans pre-schedule trades, indicating the timing of these sales was arranged in advance rather than decided at the moment of execution.

What type of derivative security did Deborah Ann Miller exercise at Nuvalent (NUVL)?

She exercised a stock option, described as a “Stock Option (Right to Buy),” covering 5,500 shares of Nuvalent Class A Common Stock at an exercise price of $6.89 per share. The filing notes the option was fully vested, and 83,608 options remain outstanding afterward.