[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) reported an insider transaction by a group of affiliated investment funds and entities that are directors, 10% owners, and directors by deputization. On 11/24/2025, Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P. each reported selling 371,287 shares of Nuvalent Class A common stock pursuant to the exercise of underwriters' option to cover over-allotments in an underwritten public offering at a price of $95.445 per share, while the shares were sold to the public at $101.00 per share. Following the reported transactions, the filing shows 8,299,225 shares of Class A common stock beneficially owned indirectly through Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., and 650,000 shares indirectly through Deerfield Partners, L.P. The reporting persons state they disclaim beneficial ownership beyond their indirect pecuniary interest.

Insights

Equity Ownership and Governance Analyst

Large shareholder sells shares via underwriters’ option as part of an offering; stake remains sizable, impact looks neutral.

The filing shows that Deerfield-affiliated funds, which are a **director by deputization** and **10% owner** of **Nuvalent, Inc.**, sold Class A common stock on 11/24/2025. Underwriters exercised an option to buy shares from Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P. at $95.445 per share to cover over-allotments in an underwritten public offering, while the offering price to the public was $101.00 per share. After these sales, one line shows **8,299,225** shares held indirectly through Deerfield Private Design Fund IV, L.P., another **8,299,225** shares through Deerfield Healthcare Innovations Fund, L.P., and **650,000** shares through Deerfield Partners, L.P., all reported under Section 16 instructions.

These are secondary sales by existing holders, not newly issued shares, so cash proceeds go to the selling funds, not the company. The reporting persons expressly disclaim beneficial ownership beyond their indirect pecuniary interests, which is typical for multi-entity fund structures and clarifies legal responsibility rather than indicating a change in control. Deerfield Management Company, L.P. acts as investment manager to the funds, and James E. Flynn is disclosed as the sole member of the general partners’ general partner entities.

The transaction slightly reduces Deerfield’s reported holdings while maintaining a large indirect position, so ownership influence appears to remain substantial. The sales are tied to the underwriters’ over‑allotment option, which frames them as part of the mechanics of the public offering rather than discretionary open‑market selling. A practical focus point over the near to medium term is any future Form 4 activity from these funds or changes in their director representation disclosed after 11/24/2025, to track whether their role and stake continue to adjust.

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^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	11/24/2025		S		371,287	D	$95.445(1)	8,299,225	I	Through Deerfield Private Design Fund IV, L.P.(2)(3)
Class A Common Stock	11/24/2025		S		371,287	D	$95.445(1)	8,299,225	I	Through Deerfield Healthcare Innovations Fund, L.P.(2)(3)
Class A Common Stock								650,000	I	Through Deerfield Partners, L.P.(2)(3)

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

1. Name and Address of Reporting Person^*

Flynn James E

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT COMPANY, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Mgmt HIF, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Healthcare Innovations Fund, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DEERFIELD PARTNERS, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Mgmt L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Mgmt IV, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deerfield Private Design Fund IV, L.P.

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares of Class A Common Stock were sold to underwriters pursuant to the exercise of the underwriters' option to purchase shares of Class A Common Stock from Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., at a price per share of $95.445, to cover over-allotments in an underwritten public offering. The shares were sold to the public in the offering at a price of $101.00 per share.

2. This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

3. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

Each of Cameron Wheeler, a partner in Deerfield Management, and Joseph Pearlberg, an employee of Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.

	/s/ Jonathan Isler, Attorney-in-Fact	11/24/2025
	** 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 insider transaction did Nuvalent (NUVL) disclose in this Form 4?

The filing reports that affiliated Deerfield funds sold 371,287 shares of Nuvalent Class A common stock on 11/24/2025 pursuant to the underwriters' over-allotment option in an underwritten public offering.

At what price were Nuvalent (NUVL) shares sold by the Deerfield funds?

The Deerfield funds sold Nuvalent Class A common stock to the underwriters at $95.445 per share, while the shares were sold to the public at $101.00 per share in the offering.

How many Nuvalent (NUVL) shares do the Deerfield funds report owning after the transaction?

The filing shows 8,299,225 shares of Nuvalent Class A common stock beneficially owned indirectly through Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., and 650,000 shares indirectly through Deerfield Partners, L.P.

What is the relationship of the reporting persons to Nuvalent (NUVL)?

The reporting persons are identified as a director, 10% owner, and director by deputization with respect to Nuvalent. Certain Deerfield personnel serve on Nuvalent's board.

Was the Nuvalent (NUVL) insider sale part of a public offering?

Yes. The shares were sold to underwriters when they exercised an option to purchase shares to cover over-allotments in an underwritten public offering of Nuvalent Class A common stock.

Do the Deerfield reporting persons claim full beneficial ownership of all reported Nuvalent (NUVL) shares?

No. The reporting persons state that, for Section 16 purposes, each disclaims beneficial ownership of the securities except to the extent of his or its indirect pecuniary interest.