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Nuvalent (NUVL) director discloses RSU and stock option acquisitions

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nuvalent, Inc. reported that one of its directors acquired equity on December 10, 2025. The director received 2,837 shares of Class A common stock issuable under restricted stock units at a price of $0.00, bringing direct ownership of Class A common stock to 2,837 shares.

The director also acquired a stock option for 4,418 shares of Class A common stock with an exercise price of $105.74 and an expiration date of December 10, 2035. The RSUs vest in three equal annual installments after December 10, 2025, while the stock option vests over the three years following that date in equal monthly installments, in each case subject to continued service.

Positive

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Negative

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Insider Squarer Ron
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 4,418 $0.00 --
Grant/Award Class A Common Stock 2,837 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 4,418 shares (Direct); Class A Common Stock — 2,837 shares (Direct)
Footnotes (1)
  1. 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 December 10, 2025, subject to continued service to Nuvalent, Inc. through the applicable vesting date. The shares underlying this option vest over the three years following December 10, 2025, in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
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Form 4 Insider Transactions: What Each Field Means →
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*
Squarer Ron
(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)
12/10/2025
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 12/10/2025 A 2,837(1) A $0.00 2,837 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) $105.74 12/10/2025 A 4,418 (2) 12/10/2035 Class A Common Stock 4,418 $0.00 4,418 D
Explanation of Responses:
1. 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 December 10, 2025, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
2. The shares underlying this option vest over the three years following December 10, 2025, in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
/s/ Nathan N. McConarty, attorney-in-fact 12/11/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Nuvalent (NUVL) report?

A Nuvalent director acquired 2,837 shares of Class A common stock issuable under restricted stock units at $0.00 and a stock option for 4,418 shares of Class A common stock.

How many Nuvalent (NUVL) RSUs did the director receive and how do they vest?

The director received 2,837 RSUs, each representing one share of Nuvalent Class A common stock. The RSUs vest in three equal annual installments following December 10, 2025, subject to continued service.

What are the key terms of the Nuvalent (NUVL) stock options reported?

The director acquired a stock option covering 4,418 shares of Class A common stock with an exercise price of $105.74 per share and an expiration date of December 10, 2035.

How does the Nuvalent stock option vest over time?

The shares underlying the option vest over the three years following December 10, 2025, in equal monthly installments, subject to the director’s continued service to Nuvalent.

What is the director's ownership of Nuvalent (NUVL) Class A shares after the transaction?

Following the reported transaction, the director beneficially owns 2,837 shares of Nuvalent Class A common stock directly, as shown in the non-derivative securities table.

What role does the reporting person have at Nuvalent (NUVL)?

The reporting person is identified as a director of Nuvalent, Inc. and is not marked as a 10% owner.