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

Nuvalent (NASDAQ: NUVL) CDO logs stock sales and new equity grants

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

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Development Officer Darlene Noci reported several sales and equity awards involving the company’s Class A Common Stock. On January 5 and 6, 2026, she sold multiple small blocks of shares under a durable Rule 10b5-1 sell-to-cover instruction entered into on December 6, 2023 to satisfy tax withholding obligations upon vesting of earlier equity awards. Reported weighted average sale prices include $96.06, $96.85, $97.96 and $98.52 per share.

On January 7, 2026, Noci reported an acquisition of 17,500 Class A shares for $0.00 per share, representing restricted stock units that vest in three equal annual installments following that date, subject to continued service. 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. Following these transactions, she directly owned 58,117 Class A shares and 17,500 stock options.

Positive

  • None.

Negative

  • None.
Insider Noci Darlene
Role Chief Development Officer
Sold 7,417 shs ($721K)
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 1,321 $96.75 $128K
Sale Class A Common Stock 1,635 $97.33 $159K
Sale Class A Common Stock 225 $98.40 $22K
Sale Class A Common Stock 871 $96.06 $84K
Sale Class A Common Stock 1,119 $96.85 $108K
Sale Class A Common Stock 1,929 $97.96 $189K
Sale Class A Common Stock 317 $98.52 $31K
Holdings After Transaction: Stock Option (Right to Buy) — 17,500 shares (Direct); Class A Common Stock — 58,117 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*
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)
01/05/2026
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) 871 D $96.06(2) 47,163 D
Class A Common Stock 01/05/2026 S(1) 1,119 D $96.85(3) 46,044 D
Class A Common Stock 01/05/2026 S(1) 1,929 D $97.96(4) 44,115 D
Class A Common Stock 01/05/2026 S(1) 317 D $98.52(5) 43,798 D
Class A Common Stock 01/06/2026 S(1) 1,321 D $96.75(6) 42,477 D
Class A Common Stock 01/06/2026 S(1) 1,635 D $97.33(7) 40,842 D
Class A Common Stock 01/06/2026 S(1) 225 D $98.4(8) 40,617 D
Class A Common Stock 01/07/2026 A 17,500(9) A $0.00 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) $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

What insider activity did Nuvalent (NUVL) report for Darlene Noci?

Nuvalent’s Chief Development Officer Darlene Noci reported multiple sales of Class A Common Stock on January 5 and 6, 2026, and new equity awards, including restricted stock units (RSUs) and a stock option, on January 7, 2026.

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

After the reported transactions, Darlene Noci directly owned 58,117 shares of Nuvalent Class A Common Stock and held 17,500 stock options.

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

Yes. A footnote states 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 upon vesting of previously granted equity awards.

At what prices did Darlene Noci sell Nuvalent (NUVL) shares?

The filing reports weighted average sale prices including $96.06, $96.85, $97.96 and $98.52 per share, with additional details in footnotes describing price ranges for each group of trades.

What are the terms of the RSUs granted to Darlene Noci at Nuvalent (NUVL)?

The grant covers 17,500 RSUs, each representing one share of Class A Common Stock. The RSUs vest in three equal annual installments following January 7, 2026, subject to continued service with Nuvalent.

What are the terms of the new stock option reported for Nuvalent (NUVL)?

The stock option covers 17,500 shares of Class A Common Stock with an exercise price of $106.82 per share. The underlying shares vest in equal monthly installments over four years following January 7, 2026, subject to continued service.