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Nuvalent, Inc. received an amended Schedule 13G filing (Amendment No. 7) from a Deerfield-affiliated investor group led by James E. Flynn. The filing reports that Deerfield Management Company, L.P., related Deerfield funds, Deerfield Partners, L.P., and James E. Flynn now beneficially own 0 shares of Nuvalent Class A common stock, representing 0.0% of the class.
All reporting persons state they have no sole or shared voting power and no sole or shared dispositive power over any Nuvalent shares, confirming ownership of 5 percent or less of the class. The Deerfield entities and Flynn file jointly pursuant to a joint filing agreement referenced in Exhibit A.
Key Figures
Shares beneficially owned:0 sharesPercent of class owned:0.0%Sole voting power:0 shares+5 more
8 metrics
Shares beneficially owned0 sharesReported by each Deerfield entity and James E. Flynn under Item 4(a)
Percent of class owned0.0%Reported for each reporting person under Item 4(b)
Sole voting power0 sharesAll reporting persons under Item 4(c)(i)
Shared voting power0 sharesReported for each Deerfield entity and James E. Flynn under Item 4(c)(ii)
Sole dispositive power0 sharesAll reporting persons under Item 4(c)(iii)
Shared dispositive power0 sharesReported for each reporting person under Item 4(c)(iv)
Par value per share$0.0001 per shareClass A common stock description under Item 1(d)
Amendment numberAmendment No. 7Label of this Schedule 13G/A filing
Key Terms
beneficially owned, dispositive power, Schedule 13G, Ownership of 5 percent or less of a class
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.
dispositive powerfinancial
"Sole power to dispose or to direct the disposition of: All Reporting Persons - 0"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Schedule 13Gregulatory
"If a group has filed this schedule pursuant to 1(c) or 1(d), attach an exhibit"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Ownership of 5 percent or less of a classregulatory
"Item 5. | Ownership of 5 Percent or Less of a Class."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What change does the Deerfield group report in Nuvalent (NUVL) ownership?
The Deerfield group now reports 0 shares of Nuvalent Class A common stock, representing 0.0% of the class. The filing confirms they no longer beneficially own more than 5 percent of Nuvalent’s outstanding Class A shares.
Who are the reporting persons in this Nuvalent (NUVL) Schedule 13G/A?
Reporting persons include James E. Flynn, Deerfield Management Company, L.P., multiple Deerfield Mgmt and Deerfield fund entities, and Deerfield Partners, L.P. They file jointly regarding prior holdings of Nuvalent Class A common stock.
What voting power over Nuvalent (NUVL) shares does the Deerfield group report?
The Deerfield group reports 0 shares with sole voting power and 0 shares with shared voting power. This indicates they have no voting authority over any Nuvalent Class A common stock as of the date of the filing.
What dispositive power over Nuvalent (NUVL) stock is disclosed by the Deerfield entities?
All reporting persons disclose 0 shares with sole dispositive power and 0 shares with shared dispositive power. This means they have no authority to dispose of or direct the disposition of any Nuvalent Class A shares.
How does this filing classify the Deerfield group’s ownership level in Nuvalent (NUVL)?
The filing explicitly states Ownership of 5 percent or less of a class for Nuvalent’s Class A common stock. Each reporting person lists a 0.0% ownership percentage, confirming no reportable beneficial stake remains.
What security is covered in this Nuvalent (NUVL) Schedule 13G/A Amendment No. 7?
The filing covers Class A common stock of Nuvalent, Inc., with a par value of $0.0001 per share and CUSIP 670703107, and reports that the Deerfield group no longer beneficially owns any of these shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Nuvalent, Inc.
(Name of Issuer)
Class A common stock, $0.0001 par value per share
(Title of Class of Securities)
670703107
(CUSIP Number)
07/15/2026
(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
Deerfield Management Company, L.P.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
Deerfield Mgmt IV, L.P.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
Deerfield Private Design Fund IV, L.P.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
Deerfield Mgmt HIF, L.P.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
Deerfield Healthcare Innovations Fund, L.P.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
Deerfield Mgmt, L.P.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
Deerfield Partners, L.P.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
670703107
1
Names of Reporting Persons
James E. Flynn
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
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
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, Massachusetts 02142
Item 2.
(a)
Name of person filing:
James E. Flynn, 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. and Deerfield Partners, L.P.
(b)
Address or principal business office or, if none, residence:
James E. Flynn, 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. and Deerfield Partners, L.P. 345 Park Avenue South, 12th Floor, New York, NY 10010
(c)
Citizenship:
Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt HIF, L.P and Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships;
James E. Flynn - United States citizen
(d)
Title of class of securities:
Class A common stock, $0.0001 par value per share
(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).
Deerfield Management Company, L.P. - 0.0%
Deerfield Mgmt IV, L.P. - 0.0%
Deerfield Mgmt HIF, L.P. - 0.0%
Deerfield Mgmt, L.P. - 0.0%
Deerfield Healthcare Innovations Fund, L.P. - 0.0%
Deerfield Private Design Fund IV, L.P. - 0.0%
Deerfield Partners, L.P. - 0.0%
James E. Flynn - 0.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
All Reporting Persons - 0
(ii) Shared power to vote or to direct the vote:
Deerfield Management Company, L.P. - 0
Deerfield Mgmt IV, L.P. - 0
Deerfield Private Design Fund IV, L.P. - 0
Deerfield Mgmt HIF, L.P. - 0
Deerfield Healthcare Innovations Fund, L.P. - 0
Deerfield Mgmt, L.P. - 0 shares
Deerfield Partners, L.P. - 0 shares
James E. Flynn - 0
(iii) Sole power to dispose or to direct the disposition of:
All Reporting Persons - 0
(iv) Shared power to dispose or to direct the disposition of:
Deerfield Management Company, L.P. - 0
Deerfield Mgmt IV, L.P. - 0
Deerfield Private Design Fund IV, L.P. - 0
Deerfield Mgmt HIF, L.P. - 0
Deerfield Healthcare Innovations Fund, L.P. - 0
Deerfield Mgmt, L.P. - 0 shares
Deerfield Partners, L.P. - 0 shares
James E. Flynn - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Deerfield Management Company, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
07/17/2026
Deerfield Mgmt IV, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
07/17/2026
Deerfield Private Design Fund IV, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
07/17/2026
Deerfield Mgmt HIF, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
07/17/2026
Deerfield Healthcare Innovations Fund, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
07/17/2026
Deerfield Mgmt, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
07/17/2026
Deerfield Partners, L.P.
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
07/17/2026
James E. Flynn
Signature:
/s/ Jonathan Isler
Name/Title:
Jonathan Isler, Attorney-In-Fact
Date:
07/17/2026
Exhibit Information
Exhibit List
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.
