[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) filed a Form 4 disclosing routine director equity compensation. Director Michael L. Meyers reported transactions dated 18 June 2025.

• Restricted Stock Units (RSUs): 2,647 Class A shares awarded at no cost. RSUs vest in full on the earlier of 18 June 2026 or the company’s next annual shareholders’ meeting, contingent on continued service.
• Stock Options: 4,147 options granted with a US$75.53 exercise price and 18 June 2035 expiry. The entire option grant vests on the same schedule as the RSUs.
• Post-transaction ownership: Meyers now directly holds 5,146 Class A shares. All newly reported securities were granted, not purchased on the open market.

The filing reflects standard annual board compensation rather than an open-market purchase or sale. As such, the event is generally viewed as neutral to Nuvalent’s valuation, though the additional insider ownership modestly aligns director and shareholder interests.

Positive

• Insider ownership increases by 2,647 shares, modestly aligning director and shareholder interests.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine equity grant; negligible governance concerns or market impact.

Nuvalent awarded its director 2,647 RSUs and 4,147 stock options, both vesting in roughly one year or at the next AGM. The absence of sales and the use of standard vesting terms indicate the compensation committee is following typical small-mid cap biotech practices. Ownership rises to 5,146 shares, a minor stake relative to Nuvalent’s float, but the incremental alignment is still positive from a governance standpoint. No red flags such as repricing, accelerated vesting, or preferential terms were observed.

Portfolio Manager

TL;DR: Insider stake up slightly via compensation; trading signal minimal.

The grant is non-cash compensation with a one-year cliff, not an open-market buy. Because no shares were sold and the director did not choose to purchase above current market, the event offers limited insight into management’s view on valuation. The 4,147-share option strike of US$75.53 will only be in-the-money if Nuvalent delivers significant upside, offering long-term incentive alignment but no immediate catalyst. Overall portfolio impact: neutral.

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^*

Meyers Michael L.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		A		2,647(1)	A	$0.00	5,146	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)	$75.53	06/18/2025		A		4,147		(2)	06/18/2035	Class A Common Stock	4,147	$0.00	4,147	D

Explanation of Responses:

1. Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in full on the earlier of June 18, 2026 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

2. The shares underlying this option vest in full on the earlier of June 18, 2026 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan N. McConarty, attorney-in-fact	06/20/2025
	** 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 equity awards did Nuvalent (NUVL) director Michael L. Meyers receive on 18 June 2025?

He received 2,647 RSUs and 4,147 stock options according to the Form 4.

What is the exercise price and expiration date of the new NUVL option grant?

The option has a US$75.53 exercise price and expires on 18 June 2035.

How many Nuvalent shares does Meyers beneficially own after this filing?

Post-transaction, he directly owns 5,146 Class A shares.

When do the RSUs and stock options vest?

Both awards vest in full on the earlier of 18 June 2026 or the company’s next annual shareholders’ meeting, subject to continued service.

Was this a market purchase or part of Nuvalent's compensation plan?

It was part of standard board compensation; no open-market purchase occurred.