[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent insider transactions on 09/29/2025: Darlene Noci, Chief Development Officer, executed transactions under a Rule 10b5-1 plan adopted on November 18, 2024. She exercised a stock option to acquire 4,000 shares at an exercise price of $27.85 and contemporaneously sold 4,000 Class A common shares in multiple block sales at weighted average prices ranging from $81.39 to $84.92 across several lots.

Following these transactions the Form 4 reports 48,034 shares of Class A common stock beneficially owned and 4,000 shares subject to the option exercised, with the filing also showing 126,329 derivative securities beneficially owned following the reported transactions. The reporting attorney-in-fact signed the form on 10/01/2025.

Positive

• Transactions effected under a Rule 10b5-1 plan, indicating pre-planned, compliant insider trading
• Detailed weighted-average sale price disclosures and offer to provide per-trade breakdowns to the SEC or shareholders

Negative

• Net reduction of direct holdings by 4,000 Class A shares following the reported sales
• Significant selling at market prices could be interpreted by some investors as reduced insider share ownership (explicit fact from filing)

Insights

Financial Analyst

TL;DR: Routine insider exercise and sales under a pre-existing 10b5-1 plan; no new compensation grant or extraordinary event disclosed.

The Form 4 documents an option exercise at an exercise price of $27.85 for 4,000 shares and simultaneous sales of 4,000 Class A shares executed in multiple transactions with weighted average sale prices reported in footnotes as $81.39, $82.33, $83.20, $84.53 and $84.92 for separate blocks. The filing explicitly states these transactions were effected pursuant to a Rule 10b5-1 plan adopted November 18, 2024. Following the transactions the reporting person holds 48,034 Class A shares and 4,000 shares underlying the exercised option, and the form reports 126,329 derivative securities beneficially owned. The activity appears procedural and compliant with a pre-established trading plan, with no additional compensatory or corporate actions disclosed in this filing.

Corporate Governance Expert

TL;DR: Disclosure is complete and cites a 10b5-1 plan, indicating governance compliance for scheduled insider trades.

The filing clearly identifies the reporting person as the Chief Development Officer and notes the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024, which is a standard mechanism for pre-authorized insider sales. The Form 4 provides weighted-average sale prices and offers to furnish detailed per-trade breakdowns to the SEC or shareholders on request, which aligns with good disclosure practice. There is no indication in the form of any amendment, special grant, or change in employment terms; the filing is a routine insider disclosure rather than a governance event that alters board or executive composition.

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).

1. Name and Address of Reporting Person^*

Noci Darlene

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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	09/29/2025		M(1)		4,000	A	$27.85	52,034	D
Class A Common Stock	09/29/2025		S(1)		1,224	D	$81.39(2)	50,810	D
Class A Common Stock	09/29/2025		S(1)		522	D	$82.33(3)	50,288	D
Class A Common Stock	09/29/2025		S(1)		754	D	$83.2(4)	49,534	D
Class A Common Stock	09/29/2025		S(1)		1,083	D	$84.53(5)	48,451	D
Class A Common Stock	09/29/2025		S(1)		417	D	$84.92(6)	48,034	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)	$27.85	09/29/2025		M(1)			4,000	(7)	01/06/2033	Class A Common Stock	4,000	$0	126,329	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 $80.74 to $81.72, 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 $81.76 to $82.67, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.76 to $83.75, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.88 to $84.87, inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.88 to $85.02, inclusive.

7. 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	10/01/2025
	** 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 insider activity did Nuvalent (NUVL) report on the Form 4?

The Form 4 shows Darlene Noci exercised an option for 4,000 shares at $27.85 and sold 4,000 Class A shares in multiple transactions on 09/29/2025 under a Rule 10b5-1 plan.

How many Nuvalent shares does the reporting person own after these transactions?

Following the reported transactions the filing states the reporting person beneficially owns 48,034 Class A shares and has 4,000 shares underlying the exercised option; the form also reports 126,329 derivative securities beneficially owned after the transactions.

Were these trades part of a pre-established trading plan for NUVL insider?

Yes. The filing explicitly states these transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024.

What prices were the Nuvalent shares sold at according to the Form 4?

The Form 4 reports weighted-average sale prices with ranges disclosed in footnotes: sales at weighted averages of $81.39, $82.33, $83.20, $84.53 and $84.92, with per-trade ranges provided in the footnotes.

Who signed the Form 4 for the reporting person?

The form was signed by /s/ Nathan McConarty, attorney-in-fact on 10/01/2025.