Nuvalent (NUVL) CEO nets 30K-share sale under Rule 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nuvalent, Inc. President and CEO James Richard Porter reported an exercise-and-sell transaction involving Class A Common Stock. On June 8, 2026, he sold a total of 30,000 shares in open-market sales at weighted average prices in the high-$80 range, pursuant to a Rule 10b5-1 trading plan adopted on December 4, 2025. On the same date, he exercised stock options for 30,000 shares at an exercise price of $18.93 per share. Following these transactions, he directly holds 354,879 shares of Nuvalent Class A Common Stock and 148,686 stock options with a stated exercise price of $18.93 per share and expiration in 2032.

Insider Trade Summary 10b5-1

Net Seller: 30,000 shares ($2,656,004)

Net Sell 5 txns

Insider Porter James Richard

Role President and CEO

Sold 30,000 shs ($2.66M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	30,000	$0.00	--
Exercise	Class A Common Stock	30,000	$18.93	$568K
Sale	Class A Common Stock	12,495	$87.97	$1.10M
Sale	Class A Common Stock	14,469	$88.79	$1.28M
Sale	Class A Common Stock	3,036	$89.63	$272K

Holdings After Transaction: Stock Option (Right to Buy) — 148,686 shares (Direct, null); Class A Common Stock — 354,879 shares (Direct, null)

Footnotes (1)

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.35 to $88.34, 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) through (4) of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.35 to $89.34, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.35 to $90.17, inclusive. The shares underlying this option are fully vested.

Key Figures

Shares sold: 30,000 shares Sale prices range: $87.35–$90.17 per share Options exercised: 30,000 shares +3 more

6 metrics

Shares sold 30,000 shares Total Class A Common Stock sold on June 8, 2026

Sale prices range $87.35–$90.17 per share Price ranges across reported open-market sales

Options exercised 30,000 shares Stock options exercised into Class A Common Stock

Option exercise price $18.93 per share Exercise price for 30,000 stock options

Shares held after 354,879 shares Direct Class A Common Stock holdings post-transaction

Options remaining 148,686 options Stock options outstanding after exercise, strike $18.93, expiring 2032

Key Terms

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

5 terms

Rule 10b5-1 trading plan regulatory

"These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2025."

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 in multiple transactions at prices ranging from $87.35 to $88.34, inclusive."

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.

Class A Common Stock financial

"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.

Stock Option (Right to Buy) financial

"security_title": "Stock Option (Right to Buy)""

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 04:30 PM

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^*

Porter James Richard

(Last)

(First)

(Middle)

C/O NUVALENT, INC.

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE

MASSACHUSETTS

02142

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/08/2026		M⁽¹⁾		30,000	A	$18.93	354,879	D
Class A Common Stock	06/08/2026		S⁽¹⁾		12,495	D	$87.97⁽²⁾	342,384	D
Class A Common Stock	06/08/2026		S⁽¹⁾		14,469	D	$88.79⁽³⁾	327,915	D
Class A Common Stock	06/08/2026		S⁽¹⁾		3,036	D	$89.63⁽⁴⁾	324,879	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$18.93	06/08/2026		M⁽¹⁾			30,000	⁽⁵⁾	01/04/2032	Class A Common Stock	30,000	$0.00	148,686	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.35 to $88.34, 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) through (4) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.35 to $89.34, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.35 to $90.17, inclusive.

5. The shares underlying this option are fully vested.

	/s/ Nathan McConarty, attorney-in-fact	06/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nuvalent (NUVL) CEO James Richard Porter report in this Form 4?

Nuvalent CEO James Richard Porter reported exercising stock options for 30,000 shares and selling 30,000 Class A Common shares. The sales were open-market transactions executed under a pre-established Rule 10b5-1 trading plan adopted in December 2025.

How many Nuvalent (NUVL) shares did the CEO sell and at what prices?

The CEO sold a total of 30,000 Nuvalent Class A Common shares. These were executed in multiple trades at weighted average prices, with transaction-level ranges disclosed from about $87.35 to $90.17 per share across the reported sales.

What stock options did the Nuvalent (NUVL) CEO exercise in this filing?

He exercised stock options covering 30,000 shares of Nuvalent Class A Common Stock. The options had a stated exercise price of $18.93 per share, were fully vested, and are associated with an option series expiring in 2032 according to the filing.

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

After the reported transactions, the CEO directly holds 354,879 shares of Nuvalent Class A Common Stock. This figure reflects his position immediately following the combination of the 30,000-share option exercise and the 30,000-share open-market sales on June 8, 2026.

Does the Nuvalent (NUVL) Form 4 mention a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2025. Such plans pre-schedule trades, which can make transaction timing less indicative of discretionary trading decisions.

What equity incentives remain for the Nuvalent (NUVL) CEO after this Form 4?

Following the transactions, the CEO continues to hold 148,686 stock options with a stated exercise price of $18.93 per share and an expiration date in 2032. These options provide ongoing equity exposure in addition to his direct common share holdings.