Were Darlene Noci’s Nuvalent (NUVL) share sales pre-planned?

Yes. A footnote states the transactions were effected under a Rule 10b5-1 trading plan adopted on November 18, 2024, indicating the sales were pre-arranged according to a preset plan rather than timed opportunistically.

Nuvalent (NUVL) CDO exercises options, sells 5,500 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nuvalent, Inc.’s Chief Development Officer, Darlene Noci, reported a combination of option exercise and share sales in Class A Common Stock. On May 28, 2026, she exercised stock options to acquire 5,500 shares at an exercise price of $27.85 per share and sold 5,500 shares in open-market transactions.

The sales occurred in multiple trades at reported weighted average prices including $109.76, $109.30, $108.01, $107.33, and $106.26 per share. According to a footnote, these transactions were carried out under a Rule 10b5-1 trading plan adopted on November 18, 2024, indicating they were pre-arranged rather than timed discretionarily.

Insider Trade Summary 10b5-1

Net Seller: 5,500 shares ($592,923)

Net Sell 7 txns

Insider Noci Darlene

Role Chief Development Officer

Sold 5,500 shs ($593K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	5,500	$0.00	--
Exercise	Class A Common Stock	5,500	$27.85	$153K
Sale	Class A Common Stock	1,300	$106.26	$138K
Sale	Class A Common Stock	1,422	$107.33	$153K
Sale	Class A Common Stock	1,178	$108.01	$127K
Sale	Class A Common Stock	1,500	$109.30	$164K
Sale	Class A Common Stock	100	$109.76	$11K

Holdings After Transaction: Stock Option (Right to Buy) — 86,829 shares (Direct, null); Class A Common Stock — 63,617 shares (Direct, null)

Footnotes (1)

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.72 to $106.69, 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 (5) of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.72 to $107.71, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.72 to $108.54, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.74 to $109.61, inclusive. 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.

Key Figures

Shares sold: 5,500 shares Option exercise shares: 5,500 shares Option exercise price: $27.85/share +4 more

7 metrics

Shares sold 5,500 shares Total Class A Common Stock sold on May 28, 2026

Option exercise shares 5,500 shares Shares acquired via stock option exercise on May 28, 2026

Option exercise price $27.85/share Exercise price for Stock Option (Right to Buy)

Sale price example $109.76/share Weighted average price for one sale tranche of Class A Common Stock

Sale price example $106.26/share Weighted average price for another sale tranche

10b5-1 plan adoption date November 18, 2024 Date reporting person adopted Rule 10b5-1 trading plan

Option expiration January 6, 2033 Expiration date for the Stock Option (Right to Buy)

Key Terms

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

4 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 November 18, 2024."

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..."

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.

Stock Option (Right to Buy) financial

"Security title is listed as Stock Option (Right to Buy) with underlying Class A Common Stock shares."

Class A Common Stock financial

"Transactions involve Class A Common Stock in multiple open-market sales and related option exercises."

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.

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 04:31 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^*

Noci Darlene

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Development Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/28/2026		M⁽¹⁾		5,500	A	$27.85	63,617	D
Class A Common Stock	05/28/2026		S⁽¹⁾		1,300	D	$106.26⁽²⁾	62,317	D
Class A Common Stock	05/28/2026		S⁽¹⁾		1,422	D	$107.33⁽³⁾	60,895	D
Class A Common Stock	05/28/2026		S⁽¹⁾		1,178	D	$108.01⁽⁴⁾	59,717	D
Class A Common Stock	05/28/2026		S⁽¹⁾		1,500	D	$109.3⁽⁵⁾	58,217	D
Class A Common Stock	05/28/2026		S⁽¹⁾		100	D	$109.76	58,117	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)	$27.85	05/28/2026		M⁽¹⁾			5,500	⁽⁶⁾	01/06/2033	Class A Common Stock	5,500	$0	86,829	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.72 to $106.69, 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 (5) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.72 to $107.71, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.72 to $108.54, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.74 to $109.61, inclusive.

6. 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.

	/s/ Nathan McConarty, attorney-in-fact	06/01/2026
	** 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) executive Darlene Noci report in this Form 4?

Darlene Noci reported exercising stock options for 5,500 Nuvalent Class A shares and selling 5,500 shares in open-market transactions on May 28, 2026, as disclosed in the Form 4 filing with the Securities and Exchange Commission.

How many Nuvalent (NUVL) shares did Darlene Noci sell and at what prices?

She sold a total of 5,500 Nuvalent Class A Common Stock shares. Reported weighted average sale prices included $109.76, $109.30, $108.01, $107.33, and $106.26 per share, across multiple open-market transactions on May 28, 2026.

Did Darlene Noci buy Nuvalent (NUVL) shares through option exercises?

Yes. She exercised stock options to acquire 5,500 Nuvalent Class A Common Stock shares at an exercise price of $27.85 per share on May 28, 2026, converting derivative option rights into actual common shares.

What type of security did the Nuvalent (NUVL) Form 4 transactions involve?

The transactions involved Nuvalent Class A Common Stock and a related Stock Option (Right to Buy). The option exercise converted 5,500 option rights into 5,500 Class A Common shares, which were then associated with reported open-market sales.