Nuvalent (NASDAQ: NUVL) CLO sells 5,500 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Nuvalent, Inc.’s Chief Legal Officer Deborah Ann Miller reported an exercise-and-sell transaction involving 5,500 shares of Class A Common Stock. On May 28, 2026, she exercised stock options for 5,500 shares at an exercise price of $6.89 per share and sold 5,500 shares in multiple open-market trades at weighted average prices between approximately $105.87 and $109.76 per share pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on November 18, 2024.

Following these transactions, she directly holds 59,634 shares of Nuvalent Class A Common Stock, indicating she retains a substantial equity position while monetizing part of her stake using fully vested options.

Insider Trade Summary 10b5-1

Net Seller: 5,500 shares ($593,101)

Net Sell 6 txns

Insider Miller Deborah Ann

Role Chief Legal Officer

Sold 5,500 shs ($593K)

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	1,401	$106.32	$149K
Sale	Class A Common Stock	1,530	$107.45	$164K
Sale	Class A Common Stock	900	$108.14	$97K
Sale	Class A Common Stock	1,669	$109.30	$182K

Holdings After Transaction: Stock Option (Right to Buy) — 72,608 shares (Direct, null); Class A Common Stock — 65,134 shares (Direct, null)

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 $105.87 to $106.84, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.87 to $107.80, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.87 to $108.53, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.94 to $109.76, inclusive. The shares underlying this option are fully vested.

Key Figures

Shares sold: 5,500 shares Exercise price: $6.89 per share Post-transaction holdings: 59,634 shares +4 more

7 metrics

Shares sold 5,500 shares Class A Common Stock sold in open-market trades on May 28, 2026

Exercise price $6.89 per share Stock option exercise price for 5,500 underlying shares

Post-transaction holdings 59,634 shares Class A Common Stock held directly after transactions

Option size 5,500 shares Fully vested stock option exercised on May 28, 2026

Sale price range $105.87–$109.76 per share Weighted-average sale price ranges disclosed in footnotes

Rule 10b5-1 plan adoption date November 18, 2024 Trading plan governing the May 28, 2026 sales

Option expiration April 29, 2031 Expiration date for the exercised stock option grant

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (Right to Buy), Class A Common Stock, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024."

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 at prices ranging from $105.87 to $106.84, inclusive."

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.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) ... underlying security title Class A Common Stock"

Class A Common Stock financial

"security_title: Class A Common Stock ... transaction_type: non-derivative"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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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)
05/28/2026

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	05/28/2026		M(1)		5,500	A	$6.89	65,134	D
Class A Common Stock	05/28/2026		S(1)		1,401	D	$106.32(2)	63,733	D
Class A Common Stock	05/28/2026		S(1)		1,530	D	$107.45(3)	62,203	D
Class A Common Stock	05/28/2026		S(1)		900	D	$108.14(4)	61,303	D
Class A Common Stock	05/28/2026		S(1)		1,669	D	$109.3(5)	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	05/28/2026		M(1)			5,500	(6)	04/29/2031	Class A Common Stock	5,500	$0	72,608	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 $105.87 to $106.84, 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 $106.87 to $107.80, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.87 to $108.53, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.94 to $109.76, inclusive.

6. The shares underlying this option are fully vested.

	/s/ Nathan McConarty, attorney-in-fact	06/01/2026
	** 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 insider transaction did Nuvalent (NUVL) report for Deborah Ann Miller?

Nuvalent reported that Chief Legal Officer Deborah Ann Miller exercised stock options for 5,500 shares and sold 5,500 shares of Class A Common Stock. The trades occurred on May 28, 2026, as open-market sales under a pre-arranged Rule 10b5-1 trading plan.

How many Nuvalent (NUVL) shares did the CLO sell and at what prices?

Deborah Ann Miller sold 5,500 shares of Nuvalent Class A Common Stock. The filing states weighted average sale prices from about $105.87 to $109.76 per share, executed in multiple open-market transactions on May 28, 2026.

What stock options did the Nuvalent (NUVL) CLO exercise in this Form 4?

She exercised a fully vested stock option covering 5,500 shares of Class A Common Stock at an exercise price of $6.89 per share. The option, described as a “Stock Option (Right to Buy),” had an expiration date of April 29, 2031.

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

After the reported exercise and sale, Deborah Ann Miller directly holds 59,634 shares of Nuvalent Class A Common Stock. This post-transaction holding reflects her remaining equity stake following the net sale of 5,500 shares on May 28, 2026.

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

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted by Deborah Ann Miller on November 18, 2024. Such plans pre-schedule trades, providing structure and reducing the significance of trade timing as an information signal.

What does the Form 4 disclose about Nuvalent (NUVL) sale price calculations?

The Form 4 notes that reported sale prices are weighted average prices. The shares were sold in multiple trades within specified price ranges, and the insider undertakes to provide detailed breakdowns of individual prices and share amounts upon request to regulators or security holders.