Form 4: Deerfield Entities Sell Nuvalent Shares in Over-Allotment

Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P. sold 742,574 shares of Nuvalent Class A Common Stock at $95.445 per share to underwriters as part of an over-allotment option in a public offering.

Summary

• James E. Flynn and several Deerfield entities reported the sale of Nuvalent, Inc. Class A Common Stock.
• A total of 742,574 shares were sold on November 24, 2025.
• The shares were sold to underwriters at a price of $95.445 per share.
• This sale was made to cover over-allotments in an underwritten public offering.
• The public offering price for these shares was $101.00 per share.
• Following the transaction, Deerfield entities beneficially own 8,299,225 shares indirectly through Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., and 650,000 shares indirectly through Deerfield Partners, L.P.

Sentiment

Score: 6

Explanation: The filing reports a routine insider sale related to an over-allotment option in a public offering. While it's a sale by a significant shareholder, the context of an over-allotment suggests strong demand for the underlying offering, which is generally positive for the company. The future transaction date is unusual but reported as stated.

Positives

• The sale was part of an over-allotment option in an underwritten public offering, indicating a successful offering that required additional shares to meet demand.
• The public offering price of $101.00 per share was higher than the price at which Deerfield sold to underwriters ($95.445), suggesting strong market interest.

Negatives

• A significant sale of shares by a 10% owner and director, even as part of an over-allotment, reduces their direct stake and could be perceived negatively by some investors.

Future Outlook

No forward-looking statements or guidance are provided.

Industry Context

This transaction reflects a standard practice in public offerings where underwriters exercise an over-allotment option to stabilize the stock price or meet higher-than-expected demand. It indicates a successful offering for Nuvalent, as the shares were placed with the public.

Comparison to Industry Standards

• The exercise of an over-allotment option (Greenshoe option) is a common practice in underwritten public offerings, typically indicating strong demand for the shares.
• The difference between the sale price to underwriters ($95.445) and the public offering price ($101.00) represents the underwriting discount, which is standard in such transactions.

Related Party Transactions

• The sale of Class A Common Stock was executed by Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., entities affiliated with James E. Flynn, who serves as a Director and 10% owner of Nuvalent, Inc.
• James E. Flynn is the sole member of the general partner of various Deerfield entities involved in managing the funds that executed the sale.

Stakeholder Impact

• Shareholders: The sale by a significant institutional investor and director could be viewed with mixed sentiment; while it reduces their stake, it was part of a successful public offering, potentially increasing liquidity and broadening the shareholder base.
• Underwriters: Successfully exercised their over-allotment option, indicating a well-managed offering.

Key Dates

Recommendation

This Form 4 filing reports a routine insider sale by Deerfield entities, including director James E. Flynn, as part of an over-allotment option exercise in a public offering. Such transactions are standard practice and typically indicate strong demand for the offering rather than a negative signal about the company's fundamentals. The shares were sold to underwriters at $95.445, while the public offering price was $101.00, reflecting a normal underwriting discount. Given that this is a procedural transaction related to a prior capital raise event and not a discretionary open-market sale, it does not provide new fundamental information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while monitoring future company performance and market developments.

Keywords

Nuvalent, NUVL, SEC Form 4, Insider Sale, Deerfield Management, Class A Common Stock, Public Offering, Over-Allotment, Equity Transaction, Director Transaction