[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) Form 4: Henry E. Pelish, the company’s Chief Scientific Officer, reported transactions dated 08/29/2025 that increased his direct holdings. The filing shows two non-derivative additions of 2,007 and 3,000 shares of Class A common stock at reported prices of $0.87 and $1.08, raising his beneficial ownership from 62,963 to 65,963 shares. Corresponding derivative entries show stock options for 2,007 shares exercisable through 12/15/2030 and 3,000 shares exercisable through 02/16/2031. The filer discloses the underlying option shares are fully vested. The submission is signed via attorney-in-fact Nathan N. McConarty on 09/03/2025.

Positive

• Increased insider ownership: Reporting person’s beneficial holdings rose to 65,963 Class A shares following reported transactions.
• Options fully vested: The filing expressly states the shares underlying the option are fully vested, clarifying immediate control over those shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider option exercises and open-market purchases modestly increase executive ownership; no material change to capitalization shown.

The Form 4 documents direct acquisitions and related options by the Chief Scientific Officer totaling 5,007 Class A shares on 08/29/2025 at reported prices of $0.87 and $1.08. The filing notes the underlying options are fully vested, which explains immediate beneficial ownership increases to 65,963 shares. Transaction sizes are small relative to typical public float, and no cash consideration beyond the reported prices or unusual derivative structures are disclosed. This appears to be a standard insider exercise/purchase event rather than a material corporate action.

Corporate Governance Expert

TL;DR: Disclosure is clear and complete for the reported transactions; vesting status is explicitly stated.

The Form 4 provides required Section 16 reporting for an officer-level insider. Key governance details include direct ownership classification and an explicit statement that the shares underlying the option are fully vested, reducing ambiguity about transfer restrictions. The form is signed by an attorney-in-fact, indicating proper execution. There are no indications of related-party transactions, accelerated vesting, or clawback references in the filing text provided.

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^*

Pelish Henry E.

(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 Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		M		2,007	A	$0.87	62,963	D
Class A Common Stock	08/29/2025		M		3,000	A	$1.08	65,963	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)	$0.87	08/29/2025		M			2,007	(1)	12/15/2030	Class A Common Stock	2,007	$0	0	D
Stock Option (Right to Buy)	$1.08	08/29/2025		M			3,000	(1)	02/16/2031	Class A Common Stock	3,000	$0	5,085	D

Explanation of Responses:

1. The shares underlying this option are fully vested.

	/s/ Nathan N. McConarty, attorney-in-fact	09/03/2025
	** 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 did Henry E. Pelish report on the Form 4 for NUVL?

He reported acquisitions on 08/29/2025 of 2,007 and 3,000 Class A shares/options at reported prices of $0.87 and $1.08, bringing total beneficial ownership to 65,963 shares.

Are the optioned shares reported by the NUVL insider vested?

Yes. The filing includes an explanation stating the shares underlying this option are fully vested.

What are the expiration dates for the reported stock options in the NUVL Form 4?

The derivative table lists expirations of 12/15/2030 for the 2,007-option tranche and 02/16/2031 for the 3,000-option tranche.

Who signed the Form 4 for the reporting person?

The form is executed by attorney-in-fact Nathan N. McConarty with a signature date of 09/03/2025.

Did the filing indicate indirect ownership or any special relationships?

No. The transactions are reported as Direct (D) ownership in the tables provided.