Nuvalent insider Form 4 shows 10b5-1 stock sales near $110

Rhea-AI Filing Summary

Nuvalent, Inc. (NUVL) reported insider stock sales by a director on 11/24/2025. The reporting person sold multiple small blocks of Class A common stock in open-market transactions under a pre-arranged Rule 10b5-1 trading plan adopted on November 20, 2024.

The Form 4 shows sales at weighted average prices ranging from about $107.01 to $110.64 per share, including transactions reported at weighted averages of $107.70, $108.73, $109.77 and $110.42. After these transactions, the reporting person beneficially owned 1,378,387 Class A common shares directly and 201,672 shares indirectly through the Matthew D. Shair 2021 Irrevocable Family Trust, over which the reporting person has voting and dispositive power.

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^*

Shair Matthew

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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	11/24/2025		S(1)		369	D	$107.7(2)	1,382,675	D
Class A Common Stock	11/24/2025		S(1)		104	D	$107.7(2)	203,218	I	See Footnote(3)
Class A Common Stock	11/24/2025		S(1)		2,262	D	$108.73(4)	1,380,413	D
Class A Common Stock	11/24/2025		S(1)		638	D	$108.73(4)	202,580	I	See Footnote(3)
Class A Common Stock	11/24/2025		S(1)		2,026	D	$109.77(5)	1,378,387	D
Class A Common Stock	11/24/2025		S(1)		572	D	$109.77(5)	202,008	I	See Footnote(3)
Class A Common Stock	11/24/2025		S(1)		1,193	D	$110.42(6)	1,377,194	D
Class A Common Stock	11/24/2025		S(1)		336	D	$110.42(6)	201,672	I	See Footnote(3)

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. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.01 to $108.00, 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 (4) through (6) of this Form 4.

3. These shares are held by Matthew D. Shair 2021 Irrevocable Family Trust. The reporting person has voting and dispositive power over the shares beneficially owned by Matthew D. Shair 2021 Irrevocable Family Trust.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.12 to $109.09, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.22 to $110.21, inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.24 to $110.64, inclusive.

	/s/ Nathan McConarty, attorney-in-fact	11/26/2025
	** 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 transaction did Nuvalent (NUVL) disclose in this Form 4?

The filing reports that a Nuvalent director sold multiple blocks of Class A common stock on 11/24/2025 in open-market transactions.

At what prices were Nuvalent (NUVL) shares sold in the reported transactions?

The sales used weighted average prices, with footnotes stating ranges from $107.01 to $108.00, $108.12 to $109.09, $109.22 to $110.21, and $110.24 to $110.64 per share.

How many Nuvalent (NUVL) shares does the insider own after these sales?

Following the reported transactions, the insider beneficially owned 1,378,387 Class A common shares directly and 201,672 shares indirectly through the Matthew D. Shair 2021 Irrevocable Family Trust.

Was the Nuvalent (NUVL) insider sale made under a Rule 10b5-1 trading plan?

Yes. The explanation states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2024.

What does the Form 4 say about the indirect Nuvalent (NUVL) share holdings?

The filing notes that indirect shares are held by the Matthew D. Shair 2021 Irrevocable Family Trust, and the reporting person has voting and dispositive power over those shares.

How are the Nuvalent (NUVL) transaction prices described in the filing?

For each group of sales, the Form 4 reports a weighted average price and states the shares were sold in multiple transactions within specified price ranges, with full breakdowns available on request.