Nuvalent (NUVL) CSO Pelish sells 2,111 shares in tax-related 10b5-1 trade

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Scientific Officer Henry E. Pelish reported an open-market sale of 2,111 shares of Class A common stock at $123.81 per share on July 9, 2026. The transaction was executed pursuant to a durable Rule 10b5-1 sell-to-cover instruction to satisfy tax withholding obligations upon vesting of previously granted equity awards. Following this transaction, Pelish directly holds 63,493 shares of Nuvalent Class A common stock.

Insights

Equity compensation analyst

Routine tax-related insider sale under a pre-arranged 10b5-1 plan.

Chief Scientific Officer Henry E. Pelish sold 2,111 Nuvalent Class A shares at $123.81 on July 9, 2026. The footnote states this was executed under a durable Rule 10b5-1 sell-to-cover instruction to satisfy tax withholding on vested equity awards, indicating a planned, administrative transaction.

After the sale, Pelish still holds 63,493 shares directly, so the disposition reflects only a small portion of his position. Because the sale is both tax-driven and pursuant to a pre-established Rule 10b5-1 arrangement, its informational value about management’s view of the stock is limited.

Insider Trade Summary 10b5-1

Net Seller: 2,111 shares ($261,363)

Net Sell 1 txn

Insider Pelish Henry E.

Role Chief Scientific Officer

Sold 2,111 shs ($261K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,111	$123.81	$261K

Holdings After Transaction: Class A Common Stock — 63,493 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 2,111 shares Sale price per share: $123.81 Shares held after transaction: 63,493 shares +1 more

4 metrics

Shares sold 2,111 shares Class A common stock sold by Henry E. Pelish on July 9, 2026

Sale price per share $123.81 Open-market sale price for Nuvalent Class A common stock

Shares held after transaction 63,493 shares Direct holdings of Henry E. Pelish following the reported sale

Rule 10b5-1 instruction date December 6, 2023 Date of durable Rule 10b5-1 sell-to-cover instruction letter

Key Terms

Rule 10b5-1, sell-to-cover, tax withholding obligations, equity awards

4 terms

Rule 10b5-1 regulatory

"The sale was effected pursuant to a durable Rule 10b5-1 sell-to-cover instruction letter"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

sell-to-cover financial

"pursuant to a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

tax withholding obligations financial

"to satisfy the reporting person's tax withholding obligations upon the vesting of previously granted equity awards"

equity awards financial

"upon the vesting of previously granted equity awards"

Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.

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Available on EDGAR 07/10/2026 - 04:30 PM Accepted by SEC EDGAR 07/10/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What insider transaction did Nuvalent (NUVL) report for Henry E. Pelish?

Nuvalent reported that Chief Scientific Officer Henry E. Pelish sold 2,111 shares of Class A common stock on July 9, 2026 in an open-market transaction at $123.81 per share.

How many Nuvalent (NUVL) shares did Henry E. Pelish retain after the sale?

After the transaction, Henry E. Pelish directly held 63,493 shares of Nuvalent Class A common stock, indicating he maintained a substantial equity position following the reported sale.

Was Henry E. Pelish’s Nuvalent (NUVL) stock sale made under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected under a durable Rule 10b5-1 sell-to-cover instruction letter entered on December 6, 2023, indicating a pre-arranged trading plan.

Why did Henry E. Pelish sell 2,111 shares of Nuvalent (NUVL)?

According to the footnote, the sale was made to satisfy tax withholding obligations arising from the vesting of previously granted equity awards, using a sell-to-cover arrangement rather than a discretionary portfolio sale.

What price did Henry E. Pelish receive for his Nuvalent (NUVL) share sale?

The reported transaction shows that 2,111 shares of Nuvalent Class A common stock were sold at an average price of $123.81 per share in an open-market sale.

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).

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^*

Pelish Henry E.

(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 Scientific Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/09/2026		S(1)		2,111	D	$123.81	63,493	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

Explanation of Responses:

1. The sale was effected pursuant to a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy the reporting person's tax withholding obligations upon the vesting of previously granted equity awards.

	/s/ Nathan N. McConarty, attorney-in-fact	07/10/2026
	** 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)