Darlene Noci - 29 May 2025 Form 4 Insider Report for Nuvalent, Inc. (NUVL)

Role
Chief Development Officer
Signature
/s/ Nathan McConarty, attorney-in-fact
Issuer symbol
NUVL
Transactions as of
29 May 2025
Net transactions value
-$202,472
Form type
4
Filing time
30 May 2025, 16:31:26 UTC
Previous filing
01 May 2025
Next filing
27 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Noci Darlene Chief Development Officer C/O NUVALENT, INC., ONE BROADWAY, 14TH FLOOR, CAMBRIDGE /s/ Nathan McConarty, attorney-in-fact 30 May 2025 0001862148

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NUVL Class A Common Stock Options Exercise $30,658 +2,129 +4.4% $14.40 50,163 29 May 2025 Direct F1
transaction NUVL Class A Common Stock Options Exercise $52,107 +1,871 +3.7% $27.85 52,034 29 May 2025 Direct F1
transaction NUVL Class A Common Stock Sale $244,886 -3,437 -6.6% $71.25 48,597 29 May 2025 Direct F1, F2
transaction NUVL Class A Common Stock Sale $40,350 -563 -1.2% $71.67 48,034 29 May 2025 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NUVL Stock Option (Right to Buy) Options Exercise $0 -2,129 -9.1% $0.000000 21,259 29 May 2025 Class A Common Stock 2,129 $14.40 Direct F1, F4
transaction NUVL Stock Option (Right to Buy) Options Exercise $0 -1,871 -1.3% $0.000000 142,329 29 May 2025 Class A Common Stock 1,871 $27.85 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.
F2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.49 to $71.46, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, Nuvalent, Inc. or any security holder of Nuvalent, Inc., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) of this Form 4.
F3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.62 to $71.76, inclusive.
F4 The shares underlying this option vest as follows: 25% of the shares vested on August 1, 2023, and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
F5 The shares underlying this option have vested or shall vest over the four years following January 6, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.