FMR LLC filed Amendment No. 5 to Schedule 13G/A disclosing beneficial ownership of 1,417,590.47 shares of Nuvalent Inc. Class A common stock, representing 1.9% of the class as reported with CUSIP 670703107 and a reporting reference date of 06/30/2026. The filing shows sole voting power of 1,402,750 and sole dispositive power of 1,417,590.47 shares, and is signed on behalf of FMR LLC and Abigail P. Johnson.
Positive
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Negative
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Insights
FMR reports a modest passive stake of 1.9% in Nuvalent as a Schedule 13G/A amendment.
FMR LLC's filing lists 1,417,590.47 shares beneficially owned with sole dispositive power; the disclosure is administrative and consistent with passive institutional reporting under Schedule 13G/A. The filing references an exhibit for a 13d-1(k) agreement.
Because the stake is under 5%, this remains a non‑control passive holding. Subsequent filings or exhibits may provide further detail on any subsidiary holding structure or voting arrangements.
Key Figures
Beneficial ownership:1,417,590.47 sharesPercent of class:1.9%Sole voting power:1,402,750 shares+4 more
7 metrics
Beneficial ownership1,417,590.47 sharesClass A common stock; Schedule 13G/A Amendment No.5
Percent of class1.9%Percentage of Class A common stock reported
Sole voting power1,402,750 sharesReported sole power to vote or direct the vote
Sole dispositive power1,417,590.47 sharesReported sole power to dispose or direct disposition
CUSIP670703107Nuvalent Inc. Class A common stock identifier
Reporting reference date06/30/2026Date shown on the cover/reference line
Signature date07/07/2026Signature date for the amendment
Key Terms
Schedule 13G/A, Beneficial ownership, Sole dispositive power, 13d-1(k) agreement, +1 more
5 terms
Schedule 13G/Aregulatory
"Amendment No. 5 to Schedule 13G/A disclosing beneficial ownership"
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.
Beneficial ownershipfinancial
"Amount beneficially owned: 1417590.47"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Sole dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 1417590.47"
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.
13d-1(k) agreementregulatory
"Please see Exhibit 99 for 13d-1(k) (1) agreement"
Exhibit 99regulatory
"Exhibit Information Please see Exhibit 99 for 13d-1(k) (1) agreement"
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How many Nuvalent (NUVL) shares does FMR LLC report owning?
FMR LLC reports beneficial ownership of 1,417,590.47 shares of Nuvalent Class A common stock, as stated in Amendment No. 5 to Schedule 13G/A filed in this excerpt.
What percentage of Nuvalent's Class A stock does FMR LLC hold?
The filing states FMR LLC holds 1.9% of the Class A common stock, based on the ownership figure reported in Amendment No. 5 to Schedule 13G/A.
What voting or dispositive power does FMR LLC report for the shares?
FMR LLC reports sole voting power of 1,402,750 shares and sole dispositive power of 1,417,590.47 shares for the reported Class A common stock position.
Who signed the Schedule 13G/A amendment for FMR LLC?
The amendment is signed by Richard Bourgelas as duly authorized under a power of attorney on behalf of FMR LLC and on behalf of Abigail P. Johnson, with signature dates shown as 07/07/2026.
Where can I find more detail about the holding or subsidiary structure?
The filing refers to Exhibit 99 and a 13d-1(k) agreement; those exhibits (and Exhibit 24 referenced) provide subsidiary or agreement details and should be consulted for the full attribution and structure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
NUVALENT INC
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
670703107
(CUSIP Number)
06/30/2026
(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
1,402,750.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,417,590.47
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,590.47
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)
1.9 %
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
1,417,590.47
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,590.47
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)
1.9 %
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:
1417590.47
(b)
Percent of class:
1.9 %
(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:
1417590.47
(iv) Shared power to dispose or to direct the disposition of:
0.00
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.
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:
07/07/2026
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:
07/07/2026
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.
