Were the Nuvalent (NUVL) CEO’s share sales made under a Rule 10b5-1 plan?

Yes. A footnote states the transactions were effected under a Rule 10b5-1 trading plan adopted on December 4, 2025. Such plans pre-schedule trades, indicating these sales were part of a predetermined program rather than discretionary market-timing decisions.

Nuvalent CEO exercises options, sells 30,000 shares

Nuvalent, Inc. President and CEO James Richard Porter reported an exercise-and-sell transaction involving the company’s Class A common stock.

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Nuvalent, Inc. President and CEO James Richard Porter reported an exercise-and-sell transaction involving the company’s Class A common stock. On May 4, 2026, he exercised stock options to acquire 30,000 shares at $18.93 per share, then sold 30,000 shares in open-market trades.

The sales occurred in multiple transactions at weighted average prices between about $98.28 and $103.05, executed pursuant to a Rule 10b5-1 trading plan adopted on December 4, 2025. Following these transactions, Porter directly holds 354,879 shares of Class A common stock and 178,686 stock options expiring on January 4, 2032.

Insider Trade Summary 10b5-1

Exercise and Sale: 30,000 shares ($2.48M approx. pre-tax spread)

Exercise and Sale 7 txns

Insider Porter James Richard

Role President and CEO

Sold 30,000 shs ($3.05M)

Approx. gross sale proceeds $3.05M

Approx. exercise cost $568K

Approx. pre-tax spread $2.48M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	30,000	$0.00	$0.00
Exercise	Class A Common Stock	30,000	$18.93	$568K
Sale	Class A Common Stock	1,699	$98.54	$167K
Sale	Class A Common Stock	1,408	$99.77	$140K
Sale	Class A Common Stock	7,429	$101.48	$754K
Sale	Class A Common Stock	17,353	$102.10	$1.77M
Sale	Class A Common Stock	2,111	$102.88	$217K

Holdings After Transaction: Stock Option (Right to Buy) — 178,686 contracts (Direct); Class A Common Stock — 324,879 shares (Direct)

Footnotes (7)

F1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2025.
F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.28 to $99.16, 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 (6) of this Form 4.
F3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.29 to $100.12, inclusive.
F4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.80 to $101.79, inclusive.
F5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.80 to $102.79, inclusive.
F6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.81 to $103.05, inclusive.
F7. The shares underlying this option are fully vested.

Key Figures

Shares sold: 30,000 shares Sale prices range: $98.28–$103.05 per share Options exercised: 30,000 shares +5 more

8 metrics

Shares sold 30,000 shares Class A common stock sold in open market on May 4, 2026

Sale prices range $98.28–$103.05 per share Weighted average price ranges across multiple sale tranches

Options exercised 30,000 shares Stock options exercised into Class A common stock

Option exercise price $18.93 per share Strike price of exercised stock options

Common shares held after 354,879 shares Direct Class A common stock ownership following transactions

Options held after 178,686 options Remaining stock options after 30,000 exercised

Option expiration January 4, 2032 Expiration date of stock option position

10b5-1 plan adoption date December 4, 2025 Date CEO adopted Rule 10b5-1 trading plan

Key Terms

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

5 terms

Rule 10b5-1 trading plan financial

"These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

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"

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: "Stock Option (Right to Buy)""

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.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

James Richard Porter reported an exercise-and-sell transaction in Nuvalent Class A common stock. He exercised stock options for 30,000 shares, then sold 30,000 shares in open-market trades on May 4, 2026 under a pre-arranged Rule 10b5-1 trading plan.

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

Porter sold 30,000 Nuvalent Class A common shares in several open-market transactions. The reported weighted average prices ranged from about $98.28 to $103.05 per share, with detailed trade-by-trade pricing ranges disclosed across multiple footnotes in the filing.

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

Yes. Porter exercised stock options covering 30,000 shares of Nuvalent Class A common stock. The options had an exercise price of $18.93 per share, converting the derivative position into directly held common shares before the reported open-market sales.

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

After the reported transactions, Porter directly owns 354,879 shares of Nuvalent Class A common stock. He also holds 178,686 stock options, with the underlying shares and an expiration date of January 4, 2032 disclosed in the derivative transaction detail.

What type of securities are involved in this Nuvalent (NUVL) Form 4?

The filing covers Nuvalent Class A common stock and a stock option described as a “Stock Option (Right to Buy).” The option allowed Porter to purchase 30,000 Class A shares at an exercise price of $18.93, which he then converted and partially sold.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/06/2026 - 04:30 PM EDT

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)
05/04/2026

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	05/04/2026		M⁽¹⁾		30,000	A	$18.93	354,879	D
Class A Common Stock	05/04/2026		S⁽¹⁾		1,699	D	$98.54⁽²⁾	353,180	D
Class A Common Stock	05/04/2026		S⁽¹⁾		1,408	D	$99.77⁽³⁾	351,772	D
Class A Common Stock	05/04/2026		S⁽¹⁾		7,429	D	$101.48⁽⁴⁾	344,343	D
Class A Common Stock	05/04/2026		S⁽¹⁾		17,353	D	$102.1⁽⁵⁾	326,990	D
Class A Common Stock	05/04/2026		S⁽¹⁾		2,111	D	$102.88⁽⁶⁾	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	05/04/2026		M⁽¹⁾			30,000	⁽⁷⁾	01/04/2032	Class A Common Stock	30,000	$0.00	178,686	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 $98.28 to $99.16, 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 (6) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.29 to $100.12, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.80 to $101.79, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.80 to $102.79, inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.81 to $103.05, inclusive.

7. The shares underlying this option are fully vested.

	/s/ Nathan McConarty, attorney-in-fact	05/06/2026
	** 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