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

Yes. The filing 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, indicating these sales followed a pre-arranged framework rather than discretionary same-day decisions.

Nuvalent (NUVL) CLO sells shares, exercises options in 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nuvalent, Inc. Chief Legal Officer Deborah Ann Miller exercised stock options and sold shares in a planned transaction. On April 30, 2026, she sold 1,082 Class A common shares at a weighted average price of $99.57 and 4,418 shares at a weighted average price of $99.13 in open-market sales.

On the same date, she exercised options to acquire 5,500 Class A common shares at an exercise price of $6.89 per share from a fully vested option grant. After these transactions, she directly holds 59,634 Class A common shares. The sales were made pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024.

Insider Trade Summary 10b5-1

Net Seller: 5,500 shares ($545,691)

Net Sell 4 txns

Insider Miller Deborah Ann

Role Chief Legal Officer

Sold 5,500 shs ($546K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	5,500	$0.00	--
Exercise	Class A Common Stock	5,500	$6.89	$38K
Sale	Class A Common Stock	4,418	$99.13	$438K
Sale	Class A Common Stock	1,082	$99.57	$108K

Holdings After Transaction: Stock Option (Right to Buy) — 78,108 shares (Direct, null); Class A Common Stock — 65,134 shares (Direct, null)

Footnotes (1)

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.51 to $99.49, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.51 to $99.70, inclusive. The shares underlying this option are fully vested.

Key Figures

Open-market sale 1: 1,082 shares at $99.57 Open-market sale 2: 4,418 shares at $99.13 Options exercised: 5,500 shares at $6.89 +3 more

6 metrics

Open-market sale 1 1,082 shares at $99.57 Class A Common Stock sale on April 30, 2026

Open-market sale 2 4,418 shares at $99.13 Class A Common Stock sale on April 30, 2026

Options exercised 5,500 shares at $6.89 Stock option exercise on April 30, 2026

Shares held after 59,634 shares Direct Class A Common Stock holdings after transactions

Sale price range (lot 1) $98.51–$99.49 Price range for first reported sale batch

Sale price range (lot 2) $99.51–$99.70 Price range for second reported sale batch

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (Right to Buy), derivative exercise/conversion, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

fully vested financial

"The shares underlying this option are fully vested."

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 04:30 PM

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^*

Miller Deborah Ann

(Last)

(First)

(Middle)

C/O NUVALENT, INC.

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE

MASSACHUSETTS

02142

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/30/2026		M⁽¹⁾		5,500	A	$6.89	65,134	D
Class A Common Stock	04/30/2026		S⁽¹⁾		4,418	D	$99.13⁽²⁾	60,716	D
Class A Common Stock	04/30/2026		S⁽¹⁾		1,082	D	$99.57⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$6.89	04/30/2026		M⁽¹⁾			5,500	⁽⁴⁾	04/29/2031	Class A Common Stock	5,500	$0	78,108	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 $98.51 to $99.49, 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 $99.51 to $99.70, inclusive.

4. The shares underlying this option are fully vested.

	/s/ Nathan McConarty, attorney-in-fact	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nuvalent (NUVL) report for Deborah Ann Miller?

Nuvalent reported that Chief Legal Officer Deborah Ann Miller sold Class A common stock and exercised stock options on April 30, 2026. She sold 1,082 shares at $99.57 and 4,418 shares at $99.13 and exercised options for 5,500 shares at $6.89.

How many Nuvalent (NUVL) shares does Deborah Ann Miller hold after this Form 4?

After the reported transactions, Deborah Ann Miller directly holds 59,634 shares of Nuvalent Class A common stock. This figure reflects her position following the April 30, 2026 open-market sales and the same-day exercise of fully vested stock options for 5,500 shares.

At what prices did the Nuvalent (NUVL) insider sales occur on April 30, 2026?

The reported Nuvalent insider sales occurred at weighted average prices of $99.57 and $99.13 per share. Footnotes explain that actual trades took place in multiple transactions within narrower intraday ranges between $98.51 and $99.70 for the disclosed sale batches.

What were the terms of the Nuvalent (NUVL) stock options exercised by Deborah Ann Miller?

Deborah Ann Miller exercised stock options covering 5,500 shares of Nuvalent Class A common stock at an exercise price of $6.89 per share. The filing notes that the shares underlying this option were fully vested, and the option was described as a Stock Option (Right to Buy).