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  4. [Form 4] Nuvalent, Inc. Insider Trading Activity

NUVL insider trades: 4,000 options exercised, 4,000 shares sold

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) reported an insider transaction by its Chief Development Officer on 10/30/2025. The officer exercised 4,000 stock options at $27.85 and, the same day, sold 4,000 Class A shares across multiple trades, executed under a Rule 10b5-1 trading plan adopted on November 18, 2024.

The reported sales were in tranches including 57 shares at $98.91 (weighted average, range $98.16–$99.13) and additional lots at weighted average prices of $100.69, $102.07, $103.09, $104.21, and a final sale at $104.58. Following these transactions, the officer directly held 48,034 Class A shares. Derivative holdings reported after the exercise were 122,329 stock options outstanding, with the option series expiring on 01/06/2033 and vesting monthly over four years from January 6, 2023.

Positive

  • None.

Negative

  • None.
Insider Noci Darlene
Role Chief Development Officer
Sold 4,000 shs ($412K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 4,000 $0.00 --
Exercise Class A Common Stock 4,000 $27.85 $111K
Sale Class A Common Stock 57 $98.91 $6K
Sale Class A Common Stock 350 $100.69 $35K
Sale Class A Common Stock 1,170 $102.07 $119K
Sale Class A Common Stock 1,091 $103.09 $112K
Sale Class A Common Stock 1,114 $104.21 $116K
Sale Class A Common Stock 218 $104.58 $23K
Holdings After Transaction: Stock Option (Right to Buy) — 122,329 shares (Direct); Class A Common Stock — 52,034 shares (Direct)
Footnotes (1)
  1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.16 to $99.13, 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 (6) of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.47 to $101.38, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.57 to $102.43, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.59 to $103.55, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.56 to $104.51, inclusive. 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.
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).
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)
10/30/2025
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 10/30/2025 M(1) 4,000 A $27.85 52,034 D
Class A Common Stock 10/30/2025 S(1) 57 D $98.91(2) 51,977 D
Class A Common Stock 10/30/2025 S(1) 350 D $100.69(3) 51,627 D
Class A Common Stock 10/30/2025 S(1) 1,170 D $102.07(4) 50,457 D
Class A Common Stock 10/30/2025 S(1) 1,091 D $103.09(5) 49,366 D
Class A Common Stock 10/30/2025 S(1) 1,114 D $104.21(6) 48,252 D
Class A Common Stock 10/30/2025 S(1) 218 D $104.58 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 10/30/2025 M(1) 4,000 (7) 01/06/2033 Class A Common Stock 4,000 $0 122,329 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 $98.16 to $99.13, 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 (6) of this Form 4.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.47 to $101.38, inclusive.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.57 to $102.43, inclusive.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.59 to $103.55, inclusive.
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.56 to $104.51, inclusive.
7. 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 10/31/2025
** 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

FAQ

What did Nuvalent (NUVL) report in this insider filing?

The Chief Development Officer exercised 4,000 stock options at $27.85 and sold 4,000 Class A shares on 10/30/2025 under a Rule 10b5-1 plan.

What were the sale prices for the NUVL shares?

Sales occurred at weighted average prices of $98.91, $100.69, $102.07, $103.09, $104.21, and a lot at $104.58, with stated price ranges.

How many NUVL shares does the officer hold after the transactions?

The officer directly holds 48,034 Class A shares after the reported trades.

Were these trades under a Rule 10b5-1 plan for NUVL?

Yes. The filing states trades were under a Rule 10b5-1 trading plan adopted on November 18, 2024.

What derivative securities remain after the NUVL option exercise?

The filing reports 122,329 stock options beneficially owned following the transactions, expiring on 01/06/2033.

What is the vesting schedule for the exercised NUVL options?

The option shares vest in equal monthly installments over four years following January 6, 2023.