[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent, Inc. (NASDAQ: NUVL) – Form 4 filing dated 20 Jun 2025

Director Grant C. Bogle reported the receipt of two equity awards on 18 Jun 2025:

• 2,647 restricted stock units (RSUs) representing Class A common shares. The RSUs were awarded at no cash cost and will vest in full on the earlier of 18 Jun 2026 or the company’s next annual meeting, conditional on continued board service.
• 4,147 stock options with an exercise price of $75.53, also vesting on the same schedule and expiring on 18 Jun 2035.

Following the grant, Bogle’s direct beneficial ownership stands at 5,847 Class A shares and 4,147 vested/unvested options. The transaction was coded “A” (award) and involved no open-market purchase or sale of shares, indicating routine, board-approved compensation rather than an insider-driven valuation signal.

The share amounts involved are modest relative to Nuvalent’s public float; therefore, any dilution effect is immaterial. No changes to corporate strategy, earnings outlook, or insider sentiment beyond standard compensation practices are implied by this filing.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant; 2,647 RSUs and 4,147 options at $75.53 – neutral for valuation, minimal dilution.

The Form 4 shows a standard, single-person filing for Director Grant C. Bogle. Compensation structure aligns with typical biotech governance practices, combining full-value RSUs and options struck at market price (≈$75.53 on grant date). The one-year vesting tied to the next shareholder meeting reinforces alignment while limiting long-term overhang. Total shares awarded are small versus Nuvalent’s ≈70 million share base, so dilution is negligible. Because the award is not an open-market buy, it should not be read as a bullish insider signal. Overall impact on shareholders, cash flow, and control dynamics is neutral.

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

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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^*

Bogle Grant C.

(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		2,647(1)	A	$0.00	5,847	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		4,147		(2)	06/18/2035	Class A Common Stock	4,147	$0.00	4,147	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 full on the earlier of June 18, 2026 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

2. The shares underlying this option vest in full on the earlier of June 18, 2026 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan 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).
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FAQ

What equity did NUVL director Grant C. Bogle receive on 18 June 2025?

He received 2,647 RSUs and 4,147 stock options for Nuvalent Class A common stock.

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

The options carry an $75.53 exercise price and expire on 18 Jun 2035.

How many Nuvalent shares does Bogle own after the transaction?

He now directly owns 5,847 Class A shares, plus 4,147 options.

Is the Form 4 an open-market purchase or routine compensation?

It reflects routine board compensation; no open-market buying or selling occurred.

When will the granted RSUs fully vest?

The RSUs vest on the earlier of 18 Jun 2026 or the next annual shareholders’ meeting.

Will this grant materially dilute existing NUVL shareholders?

No. The share count is small versus Nuvalent’s total float, so dilution is immaterial.