[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) insider Form 4: James R. Porter, President and CEO and a director, reported transactions on 09/15/2025 effected under a Rule 10b5-1 trading plan. He acquired a stock option for 27,000 shares at an exercise price of $18.93 and simultaneously sold 27,000 shares in three tranches: 8,823 shares at a weighted average price of $78.42, 16,080 shares at $79.30, and 2,097 shares at $80.12. After these transactions the reporting person beneficially owned 249,062 shares of Class A common stock and held options covering 27,000 shares (report shows 249,400 derivative securities beneficially owned following the transactions). The filing was signed by attorney-in-fact Nathan McConarty on 09/17/2025.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-planned, compliant insider trading.
• Reporting person retains substantial ownership after trades (reported 249,062 Class A shares), suggesting continued alignment with shareholders.

Negative

• Insider sold 27,000 shares, which may be viewed negatively by some investors despite plan-driven nature.
• Weighted-average sale prices indicate disposals at prices between $77.87 and $80.45, reducing insider shareholdings.

Insights

Financial Analyst

TL;DR: Insider sold shares under a pre-established 10b5-1 plan while acquiring/vesting options, indicating routine, pre-planned liquidity rather than company-specific news.

The transactions were executed pursuant to a Rule 10b5-1 plan adopted April 2, 2024, which typically denotes scheduled, non-discretionary trades. The reporting person sold 27,000 shares across multiple price points with weighted averages of $78.42, $79.30, and $80.12, and acquired/exercised an option with an $18.93 strike covering 27,000 shares. The combination of option exercise and contemporaneous sales suggests liquidity management of vested compensation rather than an operational signal. Share counts after the trades show substantial continued ownership, which may limit perceived signaling risk.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan and attorney-in-fact signature reflects standard governance and compliance practices for insider transactions.

The filing discloses that trades were effected under a documented 10b5-1 plan and includes the required offer to provide detailed breakdowns of prices within reported ranges. The presence of an executed plan and attorney-in-fact signature indicates adherence to disclosure procedures. There is no indication of unusual timing or undisclosed related-party transactions in the form itself.

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
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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^*

Porter James Richard

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M(1)		27,000	A	$18.93	276,062	D
Class A Common Stock	09/15/2025		S(1)		8,823	D	$78.42(2)	267,239	D
Class A Common Stock	09/15/2025		S(1)		16,080	D	$79.3(3)	251,159	D
Class A Common Stock	09/15/2025		S(1)		2,097	D	$80.12(4)	249,062	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	09/15/2025		M(1)			27,000	(5)	01/04/2032	Class A Common Stock	27,000	$0.00	249,400	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 2, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.87 to $78.86, 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 $78.87 to $79.81, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.87 to $80.45, inclusive.

5. 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.

	/s/ Nathan McConarty, attorney-in-fact	09/17/2025
	** 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 CEO James R. Porter report on Form 4 (NUVL)?

He reported transactions on 09/15/2025 under a Rule 10b5-1 plan: acquisition/exercise of an option for 27,000 shares at a $18.93 strike and sales totaling 27,000 Class A shares.

How many shares did the reporting person sell and at what prices?

He sold 8,823 shares at a weighted average of $78.42, 16,080 shares at $79.30, and 2,097 shares at $80.12; price ranges reported span $77.87–$80.45.

Did the Form 4 indicate the trades were planned or discretionary?

Yes. The filing states these transactions were effected pursuant to a Rule 10b5-1 trading plan adopted April 2, 2024.

What ownership remains after the reported transactions?

The reporting person beneficially owned 249,062 Class A shares after the transactions and the form reports 27,000 options exercised with 249,400 derivative securities reported as beneficially owned following the transactions.

Who signed the Form 4 and when?

The form was signed by attorney-in-fact Nathan McConarty on 09/17/2025.