[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent insider transactions by Chief Development Officer Darlene Noci: The filing shows an option exercise and contemporaneous open-market sales done under a Rule 10b5-1 plan. The reporting person exercised a stock option to acquire 4,000 shares at $27.85 on 08/25/2025. On the same date she sold a total of 4,000 Class A shares in multiple transactions at weighted-average prices of $73.96, $74.93, and $75.63, reducing her direct Class A holdings from 52,034 to 48,034 shares. The Form 4 notes the 10b5-1 trading plan was adopted on November 18, 2024, and the reporting person will provide transaction-level sale prices on request.

Positive

• Option exercise disclosed: Acquired 4,000 shares by exercising options at $27.85 on 08/25/2025.
• Trades executed under a Rule 10b5-1 plan: Filing states the transactions were pursuant to a 10b5-1 plan adopted 11/18/2024.
• Commitment to transparency: Reporting person will provide per-trade sale quantities and prices upon request.

Negative

• Insider sold shares: Sold a total of 4,000 Class A shares on 08/25/2025, reducing direct holdings from 52,034 to 48,034 shares.
• Concentration change: Direct beneficial ownership declined following the reported transactions.

Insights

Financial Analyst

TL;DR: Officer exercised options at $27.85 then sold equivalent shares at ~$74–$75 under a preplanned 10b5-1 program, reducing direct holdings.

The transactions are routine insider liquidity actions: a stock option exercise created 4,000 shares and simultaneous market sales of 4,000 shares at weighted-average prices between $73.96 and $75.63 materially realized value above the exercise price. The reported holdings dropped from 52,034 to 48,034 Class A shares. The presence of a 10b5-1 plan and the filer’s offer to disclose detailed per-trade prices supports compliance and transparency. For valuation impact, these sales represent insider monetization rather than new information about company operations.

Corporate Governance Expert

TL;DR: Transactions executed pursuant to a documented 10b5-1 plan indicate preplanned sales and reduce potential concerns about opportunistic timing.

The Form 4 explicitly states the trades were effected under a 10b5-1 trading plan adopted 11/18/2024, which provides an affirmative defense to insider trading allegations if properly structured. The filing also commits to provide detailed sale price breakdowns on request, enhancing disclosure. The reduction in direct holdings from 52,034 to 48,034 Class A shares is disclosed clearly, and the filing is signed by an attorney-in-fact, indicating proper execution of reporting formalities.

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		M(1)		4,000	A	$27.85	52,034	D
Class A Common Stock	08/25/2025		S(1)		1,348	D	$73.96(2)	50,686	D
Class A Common Stock	08/25/2025		S(1)		2,543	D	$74.93(3)	48,143	D
Class A Common Stock	08/25/2025		S(1)		109	D	$75.63(4)	48,034	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)	$27.85	08/25/2025		M(1)			4,000	(5)	01/06/2033	Class A Common Stock	4,000	$0	130,329	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 $73.49 to $74.46, 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) through (4) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.49 to $75.48, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.49 to $75.83, inclusive.

5. 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	08/27/2025
	** 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 transactions did Nuvalent (NUVL) insider Darlene Noci report on Form 4?

The filing reports an exercise of 4,000 option shares at $27.85 and sales of 4,000 Class A shares on 08/25/2025 under a 10b5-1 plan.

Were the trades by the NUVL officer preplanned or opportunistic?

The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024.

At what prices were the shares sold by the Nuvalent reporting person?

Sales occurred in multiple transactions with weighted-average prices reported as $73.96, $74.93, and $75.63 for the respective sale groups.

How did the reported transactions affect Darlene Noci’s holdings of NUVL Class A shares?

Direct Class A holdings decreased from 52,034 shares after the acquisition to 48,034 shares after the sales.

Can investors obtain the per-trade sale breakdown for these NUVL transactions?

Yes. The reporting person undertakes to provide to the SEC, Nuvalent, or any security holder full information regarding the number of shares sold at each separate price within the disclosed ranges upon request.