SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Pelish Henry E.

(Last)

(First)

(Middle)

C/O NUVALENT, INC.

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/13/2025		M⁽¹⁾		1,669	A	$18.93	67,632	D
Class A Common Stock	10/13/2025		M⁽¹⁾		4,168	A	$27.85	71,800	D
Class A Common Stock	10/13/2025		M⁽¹⁾		1,800	A	$72.35	73,600	D
Class A Common Stock	10/13/2025		S⁽¹⁾		7,637	D	$89.81⁽²⁾	65,963	D
Class A Common Stock	10/14/2025		M⁽¹⁾		731	A	$18.93	66,694	D
Class A Common Stock	10/14/2025		M⁽¹⁾		877	A	$27.85	67,571	D
Class A Common Stock	10/14/2025		M⁽¹⁾		825	A	$29.33	68,396	D
Class A Common Stock	10/14/2025		S⁽¹⁾		1,167	D	$84.98⁽³⁾	67,229	D
Class A Common Stock	10/14/2025		S⁽¹⁾		866	D	$86.11⁽⁴⁾	66,363	D
Class A Common Stock	10/14/2025		S⁽¹⁾		400	D	$87.39⁽⁵⁾	65,963	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$18.93	10/13/2025		M⁽¹⁾			1,669	⁽⁶⁾	01/04/2032	Class A Common Stock	1,669	$0.00	14,968	D
Stock Option (Right to Buy)	$27.85	10/13/2025		M⁽¹⁾			4,168	⁽⁷⁾	01/06/2033	Class A Common Stock	4,168	$0.00	21,528	D
Stock Option (Right to Buy)	$72.35	10/13/2025		M⁽¹⁾			1,800	⁽⁸⁾	01/05/2034	Class A Common Stock	1,800	$0.00	27,100	D
Stock Option (Right to Buy)	$18.93	10/14/2025		M⁽¹⁾			731	⁽⁶⁾	01/04/2032	Class A Common Stock	731	$0.00	14,237	D
Stock Option (Right to Buy)	$27.85	10/14/2025		M⁽¹⁾			877	⁽⁷⁾	01/06/2033	Class A Common Stock	877	$0.00	20,651	D
Stock Option (Right to Buy)	$29.33	10/14/2025		M⁽¹⁾			825	⁽⁹⁾	03/01/2033	Class A Common Stock	825	$0.00	14,025	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 1, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.80 to $89.83, 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) through (5) of this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.64 to $85.63, inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.89 to $86.81, inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.33 to $87.56, inclusive.

6. The shares underlying this option vest as follows: 25% of the shares vested on January 4, 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.

7. 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.

8. The shares underlying this option have vested or shall vest over the four years following January 5, 2024 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

9. The shares underlying this option have vested or shall vest over the four years following March 1, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

	/s/ Nathan N. McConarty, attorney-in-fact	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Chief Scientific Officer Pelish Henry E. exercised 10,070 shares at a strike of $33.80 and sold $894,578 worth of shares (10,070 units at $88.84) (SEC Form 4)