[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) filed a Form 4 disclosing that director Christy J. Oliger received new equity awards on 18 June 2025.

• 3,971 Restricted Stock Units (RSUs): Granted at no cost. The RSUs convert to an equal number of Class A shares in three equal annual installments beginning one year from the grant date, provided the director remains in service.
• 6,119 Stock Options: Right to buy Class A shares at an exercise price of $75.53, expiring 18 June 2035. Vesting occurs monthly over the three-year period following the grant.

Post-grant, Oliger directly owns 3,971 Class A shares and holds derivative rights (options) to acquire an additional 6,119 shares. The filing reports no sales or dispositions.

These awards form part of Nuvalent’s standard director compensation package, creating long-term alignment with shareholder interests through multi-year vesting schedules. Because the transactions are grants rather than market purchases or sales, they do not immediately affect cash flow or trading volume but do incrementally increase potential dilution if options are exercised in the future.

Positive

• No insider selling: All reported transactions are grants, suggesting alignment rather than profit-taking.
• Long-term vesting: Three-year schedules incentivize sustained performance and director retention.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director equity grants; signals alignment, limited immediate market impact.

The Form 4 details typical board-level compensation: time-based RSUs and options with a strike ($75.53) near recent trading levels. No cash outlay or share sale occurred, so the filing has neutral short-term impact on supply-demand dynamics. The size—≈10k potential shares—represents a fraction of Nuvalent’s float and therefore minimal dilution risk. The three-year vesting and 10-year option term encourage long-term oversight but do not alter the investment thesis or financial outlook.

Corporate Governance Expert

TL;DR: Standard equity incentive enhances board alignment; governance posture unchanged.

Multi-year RSU and option grants are common for biotech boards. Monthly option vesting promotes continuous engagement, while annual RSU vesting offers retention leverage. The absence of performance conditions is typical for director pay but means value is tied to share price alone. Overall, the structure is shareholder-friendly, yet not materially different from prevailing practices, leaving governance quality and risk profile intact.

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^*

Oliger Christy J.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		A		3,971(1)	A	$0.00	3,971	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)	$75.53	06/18/2025		A		6,119		(2)	06/18/2035	Class A Common Stock	6,119	$0.00	6,119	D

Explanation of Responses:

1. 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 June 18, 2025, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

2. The shares underlying this option vest over the three years following June 18, 2025, in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan N. McConarty, attorney-in-fact	06/20/2025
	** 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.

FAQ

What equity did NUVL director Christy Oliger receive on 18 June 2025?

She was granted 3,971 RSUs and options for 6,119 shares of Class A stock.

What is the exercise price of the new NUVL stock options?

The options carry an exercise price of $75.53 per share.

When will the 3,971 RSUs granted to the NUVL director vest?

They vest in three equal annual installments starting one year after 18 Jun 2025.

Did the Form 4 report any sale of Nuvalent shares by the director?

No. The filing shows only equity grants, with zero shares sold or disposed of.

What is the expiration date of the newly granted NUVL stock options?

The options expire on 18 June 2035.