Were Darlene Noci’s Nuvalent (NUVL) share sales pre-planned?

Yes. The Form 4 footnotes state the transactions were executed under a Rule 10b5-1 trading plan adopted on November 18, 2024, indicating the timing and amounts were pre-arranged rather than discretionary market-timed sales.

Nuvalent CDO exercises options, sells 5,500 shares

Nuvalent, Inc. Chief Development Officer Darlene Noci exercised stock options and sold shares in a planned transaction.

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Form Type

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Development Officer Darlene Noci exercised stock options and sold shares in a planned transaction. She exercised options to acquire 5,500 shares of Class A Common Stock at $27.85 per share, then sold 5,500 shares in two open-market trades at weighted average prices of $97.43 and $98.13, all under a Rule 10b5-1 trading plan adopted on November 18, 2024. After these transactions, she directly holds 58,117 shares of Class A Common Stock and 97,829 option shares, indicating she retains a substantial equity stake despite the routine liquidity event.

Insider Trade Summary 10b5-1

Exercise and Sale: 5,500 shares ($385K approx. pre-tax spread)

Exercise and Sale 4 txns

Insider Noci Darlene

Role Chief Development Officer

Sold 5,500 shs ($538K)

Approx. gross sale proceeds $538K

Approx. exercise cost $153K

Approx. pre-tax spread $385K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	5,500	$0.00	$0.00
Exercise	Class A Common Stock	5,500	$27.85	$153K
Sale	Class A Common Stock	2,532	$97.43	$247K
Sale	Class A Common Stock	2,968	$98.13	$291K

Holdings After Transaction: Stock Option (Right to Buy) — 97,829 contracts (Direct); Class A Common Stock — 58,117 shares (Direct)

Footnotes (4)

F1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.
F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.84 to $97.83, 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) and (3) of this Form 4.
F3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.84 to $98.63, inclusive.
F4. 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.

Key Figures

Options exercised: 5,500 shares at $27.85 Shares sold (first block): 2,532 shares at $97.43 Shares sold (second block): 2,968 shares at $98.13 +4 more

7 metrics

Options exercised 5,500 shares at $27.85 Stock options for Class A Common Stock exercised on March 30, 2026

Shares sold (first block) 2,532 shares at $97.43 Weighted average sale price with trades from $96.84 to $97.83

Shares sold (second block) 2,968 shares at $98.13 Weighted average sale price with trades from $97.84 to $98.63

Shares held after sale 58,117 shares Direct Class A Common Stock holdings following March 30, 2026 transactions

Options remaining 97,829 shares Stock option position following the reported option exercise

Trading plan adoption date November 18, 2024 Date Darlene Noci adopted Rule 10b5-1 plan governing these trades

Option vesting schedule 4 years monthly Option vests in equal monthly installments over four years after January 6, 2023

Key Terms

Rule 10b5-1 trading plan, Stock Option (Right to Buy, weighted average price, 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.

Stock Option (Right to Buy financial

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

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.84 to $97.83, 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.

Class A Common Stock financial

"underlying_security_title": "Class A Common Stock"

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.

Exercise or conversion of derivative security financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nuvalent (NUVL) Chief Development Officer Darlene Noci do in this Form 4 filing?

Darlene Noci exercised stock options for 5,500 Nuvalent Class A Common shares at $27.85 each, then sold 5,500 shares in open-market trades around $97–$98, all under a pre-arranged Rule 10b5-1 trading plan.

How many Nuvalent (NUVL) shares did Darlene Noci sell and at what prices?

She sold 2,532 shares at a weighted average price of $97.43 and 2,968 shares at a weighted average price of $98.13, with actual trade prices ranging from $96.84 to $98.63 across multiple transactions.

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

After the reported transactions, she directly holds 58,117 shares of Nuvalent Class A Common Stock. She also has 97,829 shares underlying stock options, reflecting a continued significant equity interest in the company despite the sales.

What type of derivative security did Darlene Noci exercise in Nuvalent (NUVL)?

She exercised a “Stock Option (Right to Buy)” for 5,500 underlying Nuvalent Class A Common shares at an exercise price of $27.85 per share. The option vests in equal monthly installments over four years following January 6, 2023.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 04:30 PM EDT

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).

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

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 Development Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/30/2026		M⁽¹⁾		5,500	A	$27.85	63,617	D
Class A Common Stock	03/30/2026		S⁽¹⁾		2,532	D	$97.43⁽²⁾	61,085	D
Class A Common Stock	03/30/2026		S⁽¹⁾		2,968	D	$98.13⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$27.85	03/30/2026		M⁽¹⁾			5,500	⁽⁴⁾	01/06/2033	Class A Common Stock	5,500	$0	97,829	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 $96.84 to $97.83, 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) and (3) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.84 to $98.63, inclusive.

4. 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	04/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR