Nuvalent, Inc. SEC Filings

Astec Industries, Inc. (NASDAQ: ASTE) filed an 8-K to report the July 1, 2025 closing of its $245 million cash acquisition of TerraSource Holdings, LLC. The purchase was effected through a Membership Interest Purchase Agreement signed on April 28, 2025 and was completed on a cash-free, debt-free basis, subject to customary post-closing adjustments.

To fund the deal and strengthen liquidity, Astec simultaneously entered into a new $600 million senior secured credit agreement with Wells Fargo as administrative agent. The facilities comprise revolving, term-loan, swingline and letter-of-credit tranches, plus an incremental accordion of up to $150 million. Proceeds from the term loan, combined with cash on hand, financed the acquisition, repaid all borrowings under the company’s prior $250 million revolver (terminated at closing), and covered transaction fees.

Key financing terms: (i) maturity on July 1, 2030; (ii) borrower option of Term SOFR +1.75%-2.75% or Base Rate +0.75%-1.75%, with pricing and commitment fees (0.15%-0.35%) tied to the company’s Consolidated Total Net Leverage Ratio; (iii) secured guarantees from U.S. domestic subsidiaries. Covenants require a Net Leverage Ratio ≤3.50× (up to 4.00× following certain acquisitions) and an Interest Coverage Ratio ≥2.50×, alongside customary negative covenants and change-of-control repayment triggers.

Astec intends to file the required historical and pro forma financial statements for TerraSource within 71 days. A press release announcing the closing was furnished under Item 7.01.

The transaction materially expands Astec’s business while increasing funded debt and related covenant obligations, making the development impactful to investors.

Form 4 Overview – Nuvalent, Inc. (NUVL)

On 06/26/2025, Chief Development Officer Darlene Noci reported a series of option exercises and related open-market sales under a pre-arranged Rule 10b5-1 trading plan dated 11/18/2024.

• Option exercise: 4,000 Class A common shares were acquired via option exercise at an exercise price of $27.85 per share.
• Dispositions: The exact 4,000 shares were immediately sold in three blocks: 85 sh at a weighted average $77.38, 3,609 sh at $78.70, and 306 sh at $79.15. Aggregate proceeds approximate $311 k, implying a spread of roughly $50 per share over the exercise price.
• Post-transaction holdings: Noci’s direct ownership declined from 52,034 to 48,034 shares (-7.7%). She retains 138,329 stock options expiring 01/06/2033.

No other equity classes or derivative instruments were reported. All transactions were effected under a 10b5-1 plan, suggesting routine portfolio management rather than discretionary selling.

Nuvalent, Inc. (NUVL) – Form 4 insider transaction summary

Chief Scientific Officer Henry E. Pelish reported a series of option exercises and related open-market sales executed on 06/25/2025 and 06/27/2025 under a Rule 10b5-1 trading plan adopted on 11/01/2024.

• Options exercised (Code “M”): 10,800 Class A shares in four tranches – 3,677 and 347 shares at a $27.85 strike (options granted 01/06/2023) and 4,953 and 1,823 shares at a $29.33 strike (options granted 03/01/2023).
• Shares sold (Code “S”): 10,800 Class A shares at weighted-average prices of $79.87 (range $79.80-$79.92) on 06/25/2025 and $79.92 (range $79.80-$80.00) on 06/27/2025.
• Ownership impact: Pelish’s direct Class A common-stock holding remains unchanged at 63,101 shares after the paired exercise-and-sell transactions, indicating a cashless exercise structure.
• Remaining derivative holdings: 28,328 options at a $27.85 strike (expiring 01/06/2033) and 25,299 options at a $29.33 strike (expiring 03/01/2033) are still outstanding.

No new shares were added to, or removed from, insider ownership; the activity primarily generated liquidity while maintaining the existing equity stake. Investors typically view such neutral, plan-based sales as having limited informational content, though they can add modest selling pressure near the $80 trading level.

Nuvalent officer Alexandra Balcom filed Form 144 indicating intent to sell 129,480 shares of Class A common stock with an aggregate market value of $10,358,400 through J.P. Morgan Securities. The planned sale represents approximately 0.2% of the company's 66.37 million outstanding shares.

The securities to be sold were acquired through two transactions:

• 122,396 shares via stock option exercise on June 27, 2025
• 7,084 shares from RSU vesting on January 6, 2025

The sale is being executed under a Rule 10b5-1 trading plan adopted on December 12, 2024. Some transactions will involve cashless option exercises within 3 months of filing. Notably, Balcom has not sold any company securities in the past 3 months. The filing includes standard attestation that the seller has no knowledge of material adverse non-public information.

Nuvalent Officer Darlene Noci has filed Form 144 indicating intent to sell 12,000 shares of Class A Common Stock through J.P. Morgan Securities, with an aggregate market value of $948,840. The sale is planned for June 26, 2025, on the NASDAQ exchange.

The securities were acquired through a stock option exercise on June 26, 2025. The filing reveals a consistent pattern of previous sales by Noci over the past three months:

• March 27, 2025: 4,000 shares ($292,482)
• April 29, 2025: 4,000 shares ($298,232)
• May 29, 2025: 4,000 shares ($285,238)

The sales are part of a Rule 10b5-1 trading plan adopted on November 18, 2024, and will be executed through cashless option exercises within three months of the filing date. Total shares outstanding: 66,373,511.

Nuvalent, Inc. (NASDAQ: NUVL) filed an 8-K disclosing pivotal Phase 1/2 data and regulatory progress for its lead ROS1-selective inhibitor, zidesamtinib, in ROS1-positive non-small cell lung cancer (NSCLC).

Pivotal dataset – TKI pre-treated setting (n = 117)

• Objective response rate (ORR, RECIST 1.1, BICR): 44 % (51/117; 95 % CI 34-53).
• Durability: Kaplan-Meier probability of remaining in response ≥6, ≥12 and ≥18 months was 84 %, 78 % and 62 %, respectively; emerging median DOR 22.0 months.
• Activity across resistance profiles: ORR 54 % in patients with ROS1 G2032R mutation (n = 26) and 51 % in those with only one prior TKI (crizotinib or entrectinib; n = 55).
• Intracranial efficacy (baseline measurable CNS disease, n = 56): IC-ORR 48 % with 20 % complete responses; IC-DOR ≥ 12 months 71 %.
• Safety (n = 432 at RP2D): most frequent TEAEs ≥15 % were peripheral edema (36 %), constipation (17 %), CPK increase (16 %), fatigue (16 %), dyspnea (15 %); dose reductions 10 %, discontinuations 2 %.

Preliminary TKI-naïve data (n = 35)

• ORR 89 % (31/35); DOR ≥6 & ≥12 months 96 %.
• Intracranial subset (n = 6): IC-ORR 83 % with 67 % CR; no CNS progression among responders.
• Global enrollment for the TKI-naïve cohort has reached 104 patients.

Regulatory & pipeline milestones

• Completed pre-NDA meeting; FDA agreed to accept zidesamtinib NDA into the Real-Time Oncology Review (RTOR) pilot.
• Rolling NDA submission to begin July 2025, targeted completion Q3 2025; company is also discussing “line-agnostic” expansion with FDA.
• Front-line strategy advances: first preliminary data from TKI-naïve cohort reported; Phase 3 ALKAZAR trial of neladalkib vs. alectinib in ALK-positive NSCLC set to initiate enrollment early H2 2025.

Investor takeaways: The pivotal efficacy, durability and intracranial activity in a heavily pre-treated population, combined with an RTOR-enabled NDA timeline and a diversified front-line development plan, collectively strengthen Nuvalent’s near-term commercial prospects and strategic positioning in the competitive ROS1/ALK TKI landscape.

Insider Trading Alert: James E. Flynn and Deerfield Management Company reported significant beneficial ownership changes in Nuvalent (NUVL) through multiple transactions on June 18, 2025.

Key Transaction Details:

• Two directors affiliated with Deerfield Management received RSUs: Cameron Wheeler and Joseph Pearlberg each granted 2,647 shares vesting by June 18, 2026
• Both directors received stock options to purchase 4,147 shares each at $75.53/share, expiring June 18, 2035
• Deerfield entities maintain substantial holdings: Deerfield Private Design Fund IV and Deerfield Healthcare Innovations Fund each own 8,670,512 shares
• Deerfield Partners holds 650,000 shares

All securities are held indirectly through Deerfield Management Company, with James Flynn serving as the sole member of the general partner entities. The filing indicates significant institutional control through multiple investment vehicles and board representation.

Cameron Wheeler, Director at Nuvalent (NUVL), reported two significant equity transactions on June 18, 2025:

• Acquired 2,647 Restricted Stock Units (RSUs) at $0.00, convertible to Class A Common Stock. These RSUs vest fully on June 18, 2026, or at the next annual stockholder meeting
• Received stock options to purchase 4,147 shares at an exercise price of $75.53 per share, expiring June 18, 2035

Important disclosure: Wheeler, a partner at Deerfield Management Company, L.P., holds these securities for the benefit of Deerfield Management and disclaims beneficial ownership. Following these transactions, Wheeler directly owns 5,146 shares and 4,147 stock options. Both the RSUs and options are subject to continued service requirements.

Director Sapna Srivastava of Nuvalent received new equity compensation on June 18, 2025, consisting of:

• 2,647 Restricted Stock Units (RSUs) convertible to Class A Common Stock at $0.00, bringing total direct RSU ownership to 5,146 shares
• 4,147 Stock Options with strike price of $75.53, exercisable until June 18, 2035

Both the RSUs and stock options vest in full on the earlier of June 18, 2026 or the next annual stockholder meeting, contingent on continued service. This grant appears to be part of the company's director compensation program. The filing was submitted through an attorney-in-fact on June 20, 2025.