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Deerfield entities disclose 24.21% Nuvalent (NUVL) stake in amended 13G filing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Nuvalent, Inc. received an amended Schedule 13G/A showing that investment entities affiliated with Deerfield report significant beneficial ownership of its Class A common stock. Deerfield Management Company, L.P. and James E. Flynn each report beneficial ownership of 22,852,280 shares, or 24.21% of the Class A shares outstanding.

This position includes 17,248,450 existing Class A shares, 5,435,254 Class A shares issuable upon conversion of Class B shares, and 168,576 Class A shares underlying options and restricted stock units held by Nuvalent employees for Deerfield’s benefit. Several related Deerfield funds individually report 11.56% or 0.91% stakes.

The Class B shares are subject to an Ownership Cap that generally limits conversions so that the holder and its affiliates do not exceed 4.9% of Nuvalent’s outstanding Class A common stock upon conversion.

Positive

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Insights

Deerfield-affiliated funds report a concentrated 24.21% stake in Nuvalent.

Affiliates of Deerfield Management Company, L.P. and James E. Flynn collectively report beneficial ownership of 22,852,280 Nuvalent Class A shares, or 24.21% of the class. This includes existing Class A shares, convertible Class B shares, and equity awards held for Deerfield’s benefit.

Several individual Deerfield vehicles each report 11.56% or 0.91% positions, indicating a coordinated complex-level holding. Class B shares carry a 4.9% Ownership Cap on conversions, which limits how much can be turned into Class A at any time.

This filing clarifies the structure and size of Deerfield’s economic exposure and voting power in Nuvalent as of 12/31/2025. Subsequent ownership changes, if material, would typically appear in later beneficial ownership updates.






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)






SCHEDULE 13G




Comment for Type of Reporting Person: Comprised of (i) an aggregate of 17,248,450 shares of Class A common stock held by Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor,(ii) an aggregate of 5,435,254 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock held by Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor and (iii) an aggregate of 168,576 shares of Class A common stock issuable upon exercise or settlement of options and restricted stock units held by Cam Wheeler and Joe Pearlberg, each of whom is an employee of Deerfield Management Company, L.P., for the benefit and at the direction of Deerfield Management Company, L.P., to the extent such options and restricted stock units are currently exercisable or will become exercisable within sixty days. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G




Comment for Type of Reporting Person: Comprised of (i) 8,299,225 shares of Class A common stock and (ii) 2,717,627 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock that, in each case, are held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G




Comment for Type of Reporting Person: Comprised of (i) 8,299,225 shares of Class A common stock and (ii) 2,717,627 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G




Comment for Type of Reporting Person: Comprised of (i) 8,299,225 shares of Class A common stock and (ii) shares of Class A common stock issuable upon conversion of an equal number of shares of 2,717,627 of Class B common stock that, in each case, are held by Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Mgmt HIF, L.P. is the general partner. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G




Comment for Type of Reporting Person: Comprised of (i) 8,299,225 shares of Class A common stock and (ii) shares of Class A common stock issuable upon conversion of an equal number of shares of 2,717,627 of Class B common stock. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G




Comment for Type of Reporting Person: Comprised of 650,000 shares of Class A common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.


SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: Comprised of (i) an aggregate of 17,248,450 shares of Class A common stock held by Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., (ii) an aggregate of 5,435,254 shares of Class A common stock issuable upon conversion of an equal number of shares of Class B common stock held by Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P. and (iii) an aggregate of 168,576 shares of Class A common stock issuable upon exercise or settlement of options and restricted stock units held by Cam Wheeler and Joe Pearlberg, each of whom is an employee of Deerfield Management Company, L.P., for the benefit and at the direction of Deerfield Management Company, L.P., to the extent such options and restricted stock units are currently exercisable or will become exercisable within sixty days. The terms of the Class B common stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A common stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9 percent of the total number of shares of Class A common stock then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of Class A common stock issuable upon conversion of Class B common stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.


SCHEDULE 13G



Deerfield Management Company, L.P.
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/12/2026
Deerfield Mgmt IV, L.P.
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/12/2026
Deerfield Private Design Fund IV, L.P.
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/12/2026
Deerfield Mgmt HIF, L.P.
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/12/2026
Deerfield Healthcare Innovations Fund, L.P.
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/12/2026
Deerfield Mgmt, L.P.
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/12/2026
Deerfield Partners, L.P.
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/12/2026
James E. Flynn
Signature:/s/ Jonathan Isler
Name/Title:Jonathan Isler, Attorney-In-Fact
Date:02/12/2026
Exhibit Information

Exhibit A. Joint Filing Agreement. Exhibit B. Item 8 Statement. Exhibit C. Power of Attorney (1). (1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.

FAQ

How much of Nuvalent (NUVL) do Deerfield entities report owning in this Schedule 13G/A?

Deerfield-affiliated entities and James E. Flynn report beneficial ownership of 22,852,280 Nuvalent Class A shares, equal to 24.21% of the class. This total combines existing Class A shares, shares issuable from Class B conversions, and certain options and restricted stock units.

Which Deerfield funds are included in the Nuvalent (NUVL) Schedule 13G/A filing?

The filing lists Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P., Deerfield Partners, L.P., and individual filer James E. Flynn as reporting persons.

What ownership percentages do individual Deerfield entities hold in Nuvalent (NUVL)?

Deerfield Management Company, L.P. and James E. Flynn each report 24.21% of Nuvalent’s Class A shares. Several affiliated funds, including Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, and Deerfield Mgmt IV and HIF, each report 11.56%, while Deerfield Partners and Deerfield Mgmt each report 0.91%.

How are Deerfield’s Nuvalent (NUVL) holdings structured between Class A and Class B shares?

The 24.21% stake includes 17,248,450 Nuvalent Class A shares plus 5,435,254 Class A shares issuable upon conversion of an equal number of Class B shares. It also includes 168,576 Class A shares underlying options and restricted stock units held for Deerfield’s benefit.

What is the 4.9% Ownership Cap mentioned in Nuvalent’s (NUVL) Schedule 13G/A?

Nuvalent’s Class B common stock has an Ownership Cap limiting conversions so that, after conversion, the holder and its affiliates would not exceed 4.9% of outstanding Class A shares. Deerfield therefore disclaims beneficial ownership of Class A shares above this cap from Class B conversions.

Who signed the Nuvalent (NUVL) Schedule 13G/A on behalf of the Deerfield reporting persons?

Attorney-in-fact Jonathan Isler signed the Schedule 13G/A multiple times on behalf of the Deerfield entities and James E. Flynn. Each signature block reflects his authority under previously granted powers of attorney referenced in the exhibit section.
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