NUVL insider reports open-market sales at $100.23–$100.27

Rhea-AI Filing Summary

Nuvalent (NUVL) director Matthew D. Shair reported open-market sales of Class A common stock executed under a Rule 10b5-1 trading plan adopted on November 20, 2024.

On 10/27/2025, he sold 14,345 shares at a weighted average price of $100.23 and 4,046 shares held indirectly by the Matthew D. Shair 2021 Irrevocable Family Trust at a weighted average price of $100.23. On 10/28/2025, he sold 32,455 shares at a weighted average price of $100.27 and 9,154 indirect shares at a weighted average price of $100.27. Following these transactions, he beneficially owned 1,383,044 shares directly and 203,322 shares indirectly.

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

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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).

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^*

Shair Matthew

(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)
10/27/2025

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	10/27/2025		S(1)		14,345	D	$100.23(2)	1,415,499	D
Class A Common Stock	10/27/2025		S(1)		4,046	D	$100.23(2)	212,476	I	See Footnote(3)
Class A Common Stock	10/28/2025		S(1)		32,455	D	$100.27(4)	1,383,044	D
Class A Common Stock	10/28/2025		S(1)		9,154	D	$100.27(4)	203,322	I	See Footnote(3)

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

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.00 to $100.88, 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 (4) of this Form 4.

3. These shares are held by Matthew D. Shair 2021 Irrevocable Family Trust. The reporting person has voting and dispositive power over the shares beneficially owned by Matthew D. Shair 2021 Irrevocable Family Trust.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.00 to $100.64, inclusive.

	/s/ Nathan McConarty, attorney-in-fact	10/29/2025
	** 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) disclose in this Form 4?

A director, Matthew D. Shair, reported open-market sales of Class A common stock executed under a Rule 10b5-1 plan.

When were the NUVL shares sold and at what prices?

Sales occurred on 10/27/2025 and 10/28/2025 at weighted average prices of $100.23 and $100.27, respectively.

How many NUVL shares did the director sell directly?

14,345 shares on 10/27/2025 and 32,455 shares on 10/28/2025, both as open-market sales.

Were any NUVL shares sold indirectly via a trust?

Yes. 4,046 shares on 10/27/2025 and 9,154 shares on 10/28/2025 were sold by the Matthew D. Shair 2021 Irrevocable Family Trust.

What are the director’s NUVL holdings after the transactions?

He beneficially owned 1,383,044 shares directly and 203,322 shares indirectly after the reported sales.

Was there a Rule 10b5-1 plan associated with these sales?

Yes. The sales were made pursuant to a Rule 10b5-1 plan adopted on November 20, 2024.

Where did the price ranges fall for these NUVL sales?

Prices ranged from $100.00 to $100.88 on 10/27/2025 and $100.00 to $100.64 on 10/28/2025, as disclosed.