Nuvalent (NUVL) CLO sells 5,500 shares after option exercise

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Legal Officer Deborah Ann Miller exercised stock options for 5,500 shares of Class A common stock on February 26, 2026, converting a derivative security into common stock at an exercise price of approximately $6.89 per share. On the same date, she sold a total of 5,500 shares of Class A common stock in open-market transactions at weighted average prices ranging from $101.96 to $103.95, pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024. Following these transactions, she directly held 59,634 shares of Class A common stock and 89,108 derivative securities.

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

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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).

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^*

Miller Deborah Ann

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		M(1)		5,500	A	$6.89	65,134	D
Class A Common Stock	02/26/2026		S(1)		2,698	D	$102.64(2)	62,436	D
Class A Common Stock	02/26/2026		S(1)		2,602	D	$103.41(3)	59,834	D
Class A Common Stock	02/26/2026		S(1)		200	D	$103.96	59,634	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)	$6.89	02/26/2026		M(1)			5,500	(4)	04/29/2031	Class A Common Stock	5,500	$0	89,108	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 $101.96 to $102.95, 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) and (3) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.96 to $103.95, inclusive.

4. The shares underlying this option are fully vested.

	/s/ Nathan McConarty, attorney-in-fact	03/02/2026
	** 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.

FAQ

What insider transactions did Nuvalent (NUVL) report on February 26, 2026?

Nuvalent reported that Chief Legal Officer Deborah Ann Miller exercised options for 5,500 shares and sold 5,500 Class A common shares in open-market trades on February 26, 2026. These moves converted derivative securities into common stock and then reduced her direct share holdings.

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

Deborah Ann Miller sold 5,500 Nuvalent Class A common shares in three open-market transactions. Weighted average prices ranged from $101.96 to $103.95 per share, reflecting multiple trades within those bands as disclosed in the Form 4 footnotes.

Were Nuvalent (NUVL) insider sales under a Rule 10b5-1 plan?

Yes. The Form 4 states the transactions were effected under a Rule 10b5-1 trading plan adopted by Deborah Ann Miller on November 18, 2024. Such plans pre-schedule trades, helping separate personal diversification from short-term market information.

What option activity did Nuvalent (NUVL) disclose for its Chief Legal Officer?

Nuvalent disclosed that Deborah Ann Miller exercised a stock option for 5,500 shares of Class A common stock at an exercise price of about $6.89 per share. The filing notes the underlying option shares are fully vested at the time of exercise.

How many Nuvalent (NUVL) shares does the CLO hold after these transactions?

After the reported trades, Deborah Ann Miller directly held 59,634 shares of Nuvalent Class A common stock. She also held 89,108 derivative securities, reflecting remaining stock options following the 5,500-share option exercise reported in the Form 4.

What does transaction code M and S mean in the Nuvalent (NUVL) Form 4?

In this Form 4, code M denotes the exercise or conversion of a derivative security, turning options into common shares. Code S denotes open-market or private sale transactions, representing the subsequent selling of some of those Class A common shares.