[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Alexandra Balcom, Chief Financial Officer of Nuvalent, Inc. (NUVL), reported option exercises and sales on September 29-30, 2025. She acquired 7,588 shares on 09/29/2025 and 20,000 shares on 09/30/2025 by exercising stock options with an exercise price of $6.89 per share. Those exercises increased the number of shares underlying her options as reported in Table II to 79,638 and then to 59,638 following the reported activity.

Concurrently, Balcom sold the same numbers of Class A common shares: 7,588 shares on 09/29/2025 at a weighted average price of $85.01 (sales ranged $85.00–$85.05) and 20,000 shares on 09/30/2025 at a weighted average price reported at $85.06 (sales ranged $85.00–$85.37). After these transactions, the Form 4 shows 61,734 shares of Class A common stock beneficially owned.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, indicating pre-established trading instructions.
• Option exercises at $6.89 allowed acquisition of 7,588 shares on 09/29/2025 and 20,000 shares on 09/30/2025 (total 27,588 acquired via exercise).
• Filer offers to provide detailed per-price sale allocations to the SEC, Nuvalent, or security holders on request, enhancing disclosure.

Negative

• Insider sold 27,588 Class A shares in two days (7,588 on 09/29/2025 and 20,000 on 09/30/2025), reducing reported beneficial non-derivative holdings to 61,734 shares.
• Sales occurred at high market prices (~$85.00–$85.37), representing a significant disposition relative to the shares involved in these transactions.

Insights

Financial Analyst

TL;DR: Insider exercised 27,588 options at $6.89 and sold 27,588 shares at ~ $85 per share under a 10b5-1 plan.

The Form 4 documents simultaneous option exercises and market sales executed under a Rule 10b5-1 plan adopted December 12, 2024. The reporting person exercised 7,588 options on 09/29/2025 and 20,000 options on 09/30/2025 at $6.89 each, and sold the same quantities in multiple transactions at weighted average prices reported around $85. The filing provides exact share counts and weighted-average sale prices and states the 10b5-1 plan as the execution mechanism, which clarifies the timing was pre-planned rather than ad hoc trading.

Corporate Governance Expert

TL;DR: Transactions were executed under a pre-established 10b5-1 trading plan and the Form 4 discloses vesting and sale price ranges.

The disclosure includes the 10b5-1 plan adoption date and a vesting schedule for the reported options (25% vested April 29, 2022; remainder vesting monthly over three years). The filer also offers to provide detailed per-price sale allocations to SEC staff or security holders on request, which supports transparency around the reported weighted-average prices.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Balcom Alexandra

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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	09/29/2025		M(1)		7,588	A	$6.89	69,322	D
Class A Common Stock	09/29/2025		S(1)		7,588	D	$85.01(2)	61,734	D
Class A Common Stock	09/30/2025		M(1)		20,000	A	$6.89	81,734	D
Class A Common Stock	09/30/2025		S(1)		20,000	D	$85.06(3)	61,734	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)	$6.89	09/29/2025		M(1)			7,588	(4)	04/29/2031	Class A Common Stock	7,588	$0.00	79,638	D
Stock Option (Right to Buy)	$6.89	09/30/2025		M(1)			20,000	(4)	04/29/2031	Class A Common Stock	20,000	$0.00	59,638	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.05, 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 $85.00 to $85.37, inclusive.

4. The shares underlying this option vest as follows: 25% of the shares vested on April 29, 2022, 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 N. McConarty, attorney-in-fact	10/01/2025
	** 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

Who filed the Form 4 for NUVL and what is their role?

Alexandra Balcom, Chief Financial Officer of Nuvalent, Inc., is the reporting person listed on the Form 4.

What transactions did the Form 4 for NUVL report on 09/29/2025 and 09/30/2025?

Exercises: 7,588 shares on 09/29/2025 and 20,000 shares on 09/30/2025 at an exercise price of $6.89 each. Sales: 7,588 shares on 09/29/2025 at a weighted average price of $85.01 and 20,000 shares on 09/30/2025 at a weighted average price of $85.06.

Were these trades part of a pre‑planned program for NUVL insider trading?

Yes. The Form 4 states these transactions were effected pursuant to a Rule 10b5-1 trading plan adopted December 12, 2024.

How many shares does the reporting person own after these transactions?

The Form 4 reports 61,734 shares of Class A common stock beneficially owned following the reported 09/29–09/30/2025 transactions.

What price ranges were the sold shares transacted at?

Sales on 09/29/2025 ranged from $85.00 to $85.05; sales on 09/30/2025 ranged from $85.00 to $85.37. Weighted-average sale prices are reported as $85.01 and $85.06 respectively.