FMR LLC filed an amendment to Schedule 13G/A reporting 9,252,159.10 shares of Nuvalent Inc. Class A common stock, representing 12.6% of the class. The filing lists sole dispositive power of 9,252,159.10 shares and sole voting power of 9,236,172. The filing names Abigail P. Johnson in relation to the holding and references an attached 13d-1(k) agreement in Exhibit 99.
Positive
None.
Negative
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Insights
FMR LLC is disclosed as a >10% holder of Nuvalent with sole dispositive authority.
FMR LLC reports 9,252,159.10 shares, or 12.6% of Class A common stock, with sole power to dispose. The filing attributes voting and dispositive authority across FMR and Abigail P. Johnson, consistent with institutional reporting structures.
Cash‑flow treatment and any planned dispositions are not stated; the exhibit references a 13d-1(k) agreement which may govern how holdings are reported. Subsequent filings would show changes in holdings or transactions.
The amendment updates beneficial ownership details and cites a power of attorney.
The cover information lists CUSIP 670703107, issuer address, and the filer address for FMR LLC. The signature block references a Power of Attorney effective April 13, 2026, and Exhibit 99 for the related agreement.
Filing structure and referenced exhibits align with Schedule 13G/A practices; document preserves standard disclosures about other persons with dividend/receipt rights.
Key Figures
Shares beneficially owned:9,252,159.10 sharesPercent of class:12.6%Sole voting power:9,236,172 shares+2 more
5 metrics
Shares beneficially owned9,252,159.10 sharesreported on Schedule 13G/A amendment
Percent of class12.6%percent of Class A common stock
Sole voting power9,236,172 sharessole voting power listed on cover page
CUSIP670703107Nuvalent Class A common stock identifier
Power of Attorney effective dateApril 13, 2026authority for signature referenced in filing
Key Terms
beneficially owned, sole dispositive power, Schedule 13G/A, 13d-1(k) agreement
4 terms
beneficially ownedregulatory
"Amount beneficially owned: 9252159.10"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"Sole Dispositive Power 9,252,159.10"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13G/Aregulatory
"Item 1. (a) Name of issuer: NUVALENT INC"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
13d-1(k) agreementregulatory
"Please see Exhibit 99 for 13d-1(k) (1) agreement."
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
NUVALENT INC
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
670703107
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,236,172.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,252,159.10
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,252,159.10
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.6 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,252,159.10
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,252,159.10
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.6 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NUVALENT INC
(b)
Address of issuer's principal executive offices:
ONE BROADWAY,14TH FLOOR,CAMBRIDGE,MA,USA,02142
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
CLASS A COMMON STOCK
(e)
CUSIP No.:
670703107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
9252159.10
(b)
Percent of class:
12.6 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
9252159.10
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS A COMMON STOCK of NUVALENT INC. No one other person's interest in the CLASS A COMMON STOCK of NUVALENT INC is more than five percent of the total outstanding CLASS A COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
05/05/2026
Abigail P. Johnson
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of Abigail P. Johnson*
Date:
05/05/2026
Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on April 29,2026, accession number: 0000315066-26-000738.
FMR LLC reported beneficial ownership of 9,252,159.10 shares, equal to 12.6% of Nuvalent's Class A common stock. The filing states sole dispositive power for the same 9,252,159.10 shares and sole voting power of 9,236,172.
Who is named alongside FMR LLC in the Schedule 13G/A?
The filing lists Abigail P. Johnson in connection with the reported holdings. It shows Abigail P. Johnson with sole dispositive power over 9,252,159.10 shares and the same 12.6% percent figure.
Does the filing indicate any planned sales or purchases by FMR LLC?
No planned transactions are disclosed in the amendment. The filing provides ownership counts and authority figures but does not state any intended purchases, sales, or cash‑flow treatment for the holdings.
What exhibits or authority documents are referenced in the amendment?
The amendment references a Power of Attorney effective April 13, 2026 and directs readers to Exhibit 99 for the related 13d-1(k) agreement. Exhibit details govern filing and subsidiary identification as noted.
What CUSIP and issuer details are shown on the filing?
The filing lists CUSIP 670703107 for Nuvalent Inc. Class A common stock and gives the issuer address as ONE BROADWAY, 14TH FLOOR, CAMBRIDGE, MA in the cover information.
