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.
Positive
- None.
Negative
- None.
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);
Class A Common Stock — 65,134 shares (Direct)
Footnotes (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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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.
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.
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.