[Form 4] Nuvalent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Scientific Officer Henry E. Pelish reported a mix of stock sales and new equity awards. On January 5–6, 2026, he sold multiple blocks of Nuvalent Class A Common Stock in open-market transactions, including 513 shares at a weighted average price of $96.06, 660 shares at $96.85, 1,137 shares at $97.96, 186 shares at $98.52, 1,106 shares at $96.75, 1,369 shares at $97.33 and 189 shares at $98.40.

According to the footnotes, these sales were made under a durable Rule 10b5-1 sell-to-cover instruction entered into on December 6, 2023 to satisfy tax withholding obligations on vesting equity awards. On January 7, 2026, Pelish acquired 17,500 shares of Class A Common Stock for $0.00 pursuant to restricted stock units that vest in three equal annual installments after January 7, 2026, and received a stock option for 17,500 shares with an exercise price of $106.82, vesting in equal monthly installments over four years.

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^*

Pelish Henry E.

(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 Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		S(1)		513	D	$96.06(2)	70,535	D
Class A Common Stock	01/05/2026		S(1)		660	D	$96.85(3)	69,875	D
Class A Common Stock	01/05/2026		S(1)		1,137	D	$97.96(4)	68,738	D
Class A Common Stock	01/05/2026		S(1)		186	D	$98.52(5)	68,552	D
Class A Common Stock	01/06/2026		S(1)		1,106	D	$96.75(6)	67,446	D
Class A Common Stock	01/06/2026		S(1)		1,369	D	$97.33(7)	66,077	D
Class A Common Stock	01/06/2026		S(1)		189	D	$98.4(8)	65,888	D
Class A Common Stock	01/07/2026		A		17,500(9)	A	$0.00	83,388	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)	$106.82	01/07/2026		A		17,500		(10)	01/07/2036	Class A Common Stock	17,500	$0.00	17,500	D

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.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.34 to $96.33, 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 (8) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.34 to $97.33, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.34 to $98.33, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.34 to $99.10, inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.03 to $97.02, inclusive.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.03 to $98.02, inclusive.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.04 to $98.74, inclusive.

9. Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in three equal annual installments following January 7, 2026, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

10. The shares underlying this option vest over the four years following January 7, 2026 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan McConarty, attorney-in-fact	01/07/2026
	** 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 for Henry E. Pelish?

The filing shows that Henry E. Pelish, Nuvalent's Chief Scientific Officer, sold multiple blocks of Class A Common Stock on January 5–6, 2026 and received both restricted stock units (RSUs) and a stock option on January 7, 2026.

How many Nuvalent (NUVL) shares did Henry E. Pelish sell and at what prices?

On January 5–6, 2026, Pelish reported several sales, including 513 shares at $96.06, 660 shares at $96.85, 1,137 shares at $97.96, 186 shares at $98.52, 1,106 shares at $96.75, 1,369 shares at $97.33 and 189 shares at $98.40, with each price disclosed as a weighted average within specified ranges.

Were the Nuvalent (NUVL) stock sales by Henry E. Pelish discretionary?

The filing states that the sales were effected under a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy Pelish's tax withholding obligations upon vesting of previously granted equity awards.

What equity awards did Henry E. Pelish receive from Nuvalent (NUVL) on January 7, 2026?

On January 7, 2026, Pelish acquired 17,500 shares of Class A Common Stock for $0.00 under RSUs, and was granted a stock option for 17,500 shares with an exercise price of $106.82.

How do Henry E. Pelish’s Nuvalent (NUVL) RSUs vest?

The RSUs covering 17,500 shares vest in three equal annual installments following January 7, 2026, subject to Pelish’s continued service with Nuvalent through each vesting date.

What is the vesting schedule for Henry E. Pelish’s Nuvalent (NUVL) stock option?

The stock option for 17,500 shares of Class A Common Stock, with a $106.82 exercise price, vests in equal monthly installments over the four years following January 7, 2026, conditioned on continued service.

How many Nuvalent (NUVL) shares did Henry E. Pelish own after these transactions?

Following the reported transactions, Pelish beneficially owned 83,388 shares of Nuvalent Class A Common Stock directly.