[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

James R. Porter, President and CEO and a director of Nuvalent, Inc. (NUVL), reported multiple transactions on 08/15/2025 under a pre-existing Rule 10b5-1 trading plan adopted April 2, 2024. He acquired 27,000 shares by exercising stock options at an $18.93 exercise price and simultaneously sold 27,000 shares across three blocks (20,035; 6,865; 100) at weighted average prices of approximately $75.22, $75.98, and $76.90, respectively.

Following these transactions his beneficial ownership of Class A common stock decreased from 276,062 to 249,062 shares. The option underlying the 27,000 shares vests per the grant schedule with an expiration date of 01/04/2032. The filing was signed by an attorney-in-fact on 08/19/2025.

Positive

• Transactions were executed pursuant to a Rule 10b5-1 trading plan, increasing compliance transparency
• The filing discloses exercise price ($18.93), sale quantities, and weighted-average prices, providing clear detail

Negative

• Beneficial ownership of Class A common stock declined by 27,000 shares from 276,062 to 249,062, reflecting insider sales
• Sales occurred at prices in the mid-$70s which may be perceived by some investors as management monetizing equity

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.

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).
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 Nuvalent (NUVL) insider James R. Porter do on 08/15/2025?

He exercised 27,000 stock options at $18.93 and sold 27,000 shares in multiple transactions under a Rule 10b5-1 plan.

How did these transactions affect Porter's holdings in NUVL?

His beneficial ownership of Class A common stock decreased from 276,062 to 249,062 shares after the reported transactions.

Were the sales part of a pre-established trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted April 2, 2024.

At what prices were the shares sold?

Shares were sold in blocks with weighted-average prices reported at approximately $75.22, $75.98, and $76.90, with ranges noted in the filing.

What is the vesting and expiration for the exercised option?

The 27,000-option award vested 25% on January 4, 2023 with remaining shares vesting monthly over the following three years; the option expires on 01/04/2032.