[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent insider activity: option exercises and a planned sale under a 10b5-1 plan. Henry E. Pelish, Nuvalent's Chief Scientific Officer, acquired shares through option exercises and sold shares pursuant to a pre-established trading plan. On 08/07/2025 Pelish exercised options to acquire 731 shares at $18.93, 877 shares at $27.85 and 3,892 shares at $29.33, and sold 5,500 shares at $74.85. After these transactions his reported direct beneficial ownership is 60,956 shares. The filing notes the trades were effected under a Rule 10b5-1 plan adopted November 1, 2024, and includes vesting schedules for the options.

Insights

Securities Analyst

TL;DR: Routine insider option exercises and a scheduled sale under a 10b5-1 plan; not an unexpected governance event.

The filing documents option exercises (731, 877 and 3,892 shares at exercise prices of $18.93, $27.85 and $29.33) and a sale of 5,500 shares at $74.85 under a Rule 10b5-1 plan. This pattern—exercise then sale under a pre-established plan—is common for executives converting equity compensation to cash while maintaining ongoing ownership. The reported direct beneficial ownership after the transactions is 60,956 shares, which provides a snapshot of current insider holdings but does not, by itself, indicate a change in strategic control or company fundamentals.

Corporate Governance Expert

TL;DR: Governance controls appear in place: transactions executed under a documented 10b5-1 plan with disclosed vesting terms.

The report explicitly states the trades were effected pursuant to a Rule 10b5-1 trading plan adopted November 1, 2024, which supports an affirmative defense to timing allegations. The filing also discloses vesting schedules for the exercised options, enhancing transparency about when shares became or will become exercisable. From a governance perspective, the disclosure meets standard insider reporting expectations and shows adherence to planned execution rather than opportunistic timing.

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^*

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)
08/07/2025

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	08/07/2025		M(1)		731	A	$18.93	61,687	D
Class A Common Stock	08/07/2025		M(1)		877	A	$27.85	62,564	D
Class A Common Stock	08/07/2025		M(1)		3,892	A	$29.33	66,456	D
Class A Common Stock	08/07/2025		S(1)		5,500	D	$74.85	60,956	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	08/07/2025		M(1)			731	(2)	01/04/2032	Class A Common Stock	731	$0.00	17,368	D
Stock Option (Right to Buy)	$27.85	08/07/2025		M(1)			877	(3)	01/06/2033	Class A Common Stock	877	$0.00	26,573	D
Stock Option (Right to Buy)	$29.33	08/07/2025		M(1)			3,892	(4)	03/01/2033	Class A Common Stock	3,892	$0.00	16,967	D

Explanation of Responses:

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

2. 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.

3. 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.

4. The shares underlying this option have vested or shall vest over the four years following March 1, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan N. McConarty, attorney-in-fact	08/08/2025
	** 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 insider activity did Nuvalent (NUVL) disclose for Henry E. Pelish?

The Form 4 reports Pelish exercised options to acquire 731, 877 and 3,892 shares and sold 5,500 shares on 08/07/2025.

At what prices were Pelish's option exercises and sale executed?

The exercised options had exercise prices of $18.93, $27.85, and $29.33; the sale of 5,500 shares was at $74.85.

Were the transactions part of a trading plan?

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

How many Nuvalent shares does Pelish beneficially own after these transactions?

The filing reports Pelish's direct beneficial ownership following the transactions as 60,956 shares.

Does the Form 4 disclose vesting details for the options?

Yes. The filing includes vesting schedules: one option series had an initial 25% vesting date and monthly installments thereafter; others vest over four years in equal monthly installments (dates specified in the filing).