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Nuvalent Board Member Shair Now Holds Over 1.6M Shares After Latest Grant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nuvalent Director Matthew Shair reported multiple securities transactions on June 18, 2025. The transactions include:

  • Acquisition of 2,647 restricted stock units (RSUs) at $0.00, convertible to Class A Common Stock. These RSUs vest fully by June 18, 2026 or the next annual stockholder meeting
  • Grant of stock options to purchase 4,147 shares at $75.53 per share, expiring June 18, 2035

Following these transactions, Shair directly owns 1,429,844 shares of Class A Common Stock and indirectly controls 216,522 shares through the Matthew D. Shair 2021 Irrevocable Family Trust. The compensation package appears to be part of standard director remuneration, with both RSUs and options subject to one-year vesting periods tied to continued service.

Positive

  • None.

Negative

  • None.
Insider Shair Matthew
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 4,147 $0.00 --
Grant/Award Class A Common Stock 2,647 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 4,147 shares (Direct); Class A Common Stock — 1,429,844 shares (Direct); Class A Common Stock — 216,522 shares (Indirect, See Footnote)
Footnotes (1)
  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. These shares are held by Matthew D. Shair 2021 Irrevocable Family Trust. The reporting person has voting and dispositive power over the shares beneficially owned by Matthew D. Shair 2021 Irrevocable Family Trust. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Shair Matthew
(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 1,429,844 D
Class A Common Stock 216,522 I See Footnote(2)
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 (3) 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. These shares are held by Matthew D. Shair 2021 Irrevocable Family Trust. The reporting person has voting and dispositive power over the shares beneficially owned by Matthew D. Shair 2021 Irrevocable Family Trust.
3. 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 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.

Source: View Original Filing on SEC EDGAR