Nuvalent CEO exercises options, sells 27,000 shares

Nuvalent, Inc. President and CEO James Richard Porter reported an options exercise and same-day share sales.

Rhea-AI Filing Summary

Nuvalent, Inc. President and CEO James Richard Porter reported an options exercise and same-day share sales. On August 15, 2025, he exercised stock options for 27,000 shares of Class A Common Stock at an exercise price of $18.93 per share and reported sales totaling 27,000 shares at prices in the mid-$70s. The filing states these transactions were effected under a Rule 10b5-1 trading plan adopted on April 2, 2024. After these transactions, he held 249,062 shares of Class A Common Stock directly and retained 276,400 stock options.

Insights

Securities Analyst

TL;DR: Insider exercised options and sold an equal number of shares under a Rule 10b5-1 plan; transaction appears procedural, not a new directional signal.

The filing shows an option exercise at $18.93 for 27,000 shares and concurrent sales of 27,000 shares at weighted-average prices in the mid-$70s, executed under a 10b5-1 plan adopted April 2, 2024. Net beneficial holdings declined from 276,062 to 249,062 shares. For investors, these transactions document liquidity actions by management and the use of a pre-established trading plan that limits contemporaneous interpretation about management's view on valuation. The exercise and sale sizes are modest relative to many institutional holdings but are material to officer-level disclosure requirements.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan and attorney-in-fact signature demonstrates compliance and procedural transparency.

The report explicitly states the trades were effected pursuant to a Rule 10b5-1 trading plan, which provides an affirmative defense to insider trading claims when properly adopted and executed. The filing includes vesting details for the exercised option and provides weighted-average sale prices and ranges for multiple transactions. The presence of an attorney-in-fact signature and the explanatory footnotes align with standard disclosure practices for executive transactions.

Insider Trade Summary

Exercise and Sale: 27,000 shares ($1.53M approx. pre-tax spread)

Exercise and Sale 5 txns

Insider Porter James Richard

Role President and CEO

Sold 27,000 shs ($2.04M)

Approx. gross sale proceeds $2.04M

Approx. exercise cost $511K

Approx. pre-tax spread $1.53M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	27,000	$0.00	$0.00
Exercise	Class A Common Stock	27,000	$18.93	$511K
Sale	Class A Common Stock	20,035	$75.22	$1.51M
Sale	Class A Common Stock	6,865	$75.98	$522K
Sale	Class A Common Stock	100	$76.90	$8K

Holdings After Transaction: Stock Option (Right to Buy) — 276,400 contracts (Direct); Class A Common Stock — 249,062 shares (Direct)

Footnotes (4)

1. F1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 2, 2024.
2. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.67 to $75.66, 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) and (3) of this Form 4.
3. F3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.67 to $76.66, inclusive.
4. F4. The shares underlying this option vest as follows: 25% of the shares vested on January 4, 2023, and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

Key Figures

Options exercised: 27,000 shares Shares sold: 27,000 shares Sale price example: $75.22 per share +3 more

6 metrics

Options exercised 27,000 shares Stock options exercised on August 15, 2025 at an exercise price of $18.93 per share

Shares sold 27,000 shares Total Class A Common Stock shares sold in multiple transactions on August 15, 2025

Sale price example $75.22 per share One reported weighted-average sale price for Class A Common Stock on August 15, 2025

Post-transaction share holding 249,062 shares Class A Common Stock held directly by the CEO after the reported transactions

Remaining stock options 276,400 options Stock options remaining after the August 15, 2025 exercise, expiring January 4, 2032

Option exercise price $18.93 per share Exercise price for the Stock Option (Right to Buy) exercised on August 15, 2025

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (Right to Buy), Class A Common Stock, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported is a weighted average price. These shares were sold"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

Class A Common Stock financial

"underlying_security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vesting financial

"The shares underlying this option vest as follows: 25% of the shares vested"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Nuvalent (NUVL) report for CEO James Richard Porter?

Nuvalent’s CEO James Richard Porter exercised 27,000 stock options and reported sales of 27,000 shares of Class A Common Stock on August 15, 2025. The transactions combined an options exercise with multiple share sales at prices in the mid-$70s.

How many Nuvalent (NUVL) shares does the CEO hold after these Form 4 transactions?

After the reported transactions, CEO James Richard Porter directly holds 249,062 shares of Nuvalent Class A Common Stock. This post-transaction balance reflects his remaining equity stake following the August 15, 2025 options exercise and related share sales.

At what prices did the Nuvalent (NUVL) CEO’s reported share sales occur?

The CEO’s reported share sales occurred at prices in the mid-$70s per share. Individual sale entries list prices such as $75.22, $75.98, and $76.90, with some prices described as weighted averages over specified trading ranges.

Were the Nuvalent (NUVL) CEO’s transactions under a Rule 10b5-1 trading plan?

Yes. A footnote states the transactions were effected under a Rule 10b5-1 trading plan adopted by CEO James Richard Porter on April 2, 2024. Such pre-arranged plans allow insiders to schedule trades in advance under defined conditions.

What stock options activity did Nuvalent (NUVL) disclose for its CEO?

Nuvalent disclosed that its CEO exercised 27,000 stock options on August 15, 2025 at an exercise price of $18.93 per share. After this exercise, he retained 276,400 stock options expiring on January 4, 2032, subject to their vesting terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2025 - 04:30 PM Learn about SEC filing dates

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^*

Porter James Richard

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M(1)		27,000	A	$18.93	276,062	D
Class A Common Stock	08/15/2025		S(1)		20,035	D	$75.22(2)	256,027	D
Class A Common Stock	08/15/2025		S(1)		6,865	D	$75.98(3)	249,162	D
Class A Common Stock	08/15/2025		S(1)		100	D	$76.9	249,062	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)	$18.93	08/15/2025		M(1)			27,000	(4)	01/04/2032	Class A Common Stock	27,000	$0.00	276,400	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 2, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.67 to $75.66, 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) and (3) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.67 to $76.66, inclusive.

4. The shares underlying this option vest as follows: 25% of the shares vested on January 4, 2023, and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan McConarty, attorney-in-fact	08/19/2025
	** 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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