Form 4: Nuvalent CDO Darlene Noci Exercises Options, Sells Shares

Nuvalent's Chief Development Officer, Darlene Noci, exercised stock options and subsequently sold a portion of the acquired shares under a pre-arranged trading plan.

Summary

• Darlene Noci, Chief Development Officer of Nuvalent, Inc., engaged in transactions involving Class A Common Stock on December 30, 2025.
• Noci exercised stock options to acquire 4,000 shares of Class A Common Stock at an exercise price of $27.85 per share.
• Following the option exercise, Noci sold 3,358 shares of Class A Common Stock at a weighted average price of $99.82 per share, with prices ranging from $99.49 to $100.47.
• Additionally, Noci sold another 642 shares of Class A Common Stock at a weighted average price of $101.22 per share, with prices ranging from $100.84 to $101.76.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024.
• After these transactions, Noci directly beneficially owns 48,034 shares of Class A Common Stock and 114,329 derivative securities (stock options).
• The exercised options had vested or were vesting over four years following January 6, 2023, in equal monthly installments.

Sentiment

Score: 6

Explanation: The filing details a pre-planned exercise of stock options and subsequent sale of shares by a Chief Development Officer. While insider selling can sometimes be viewed negatively, the execution under a Rule 10b5-1 plan mitigates concerns about opportunistic trading. The significant profit realized from the option exercise is a positive for the individual.

Positives

• The exercise of stock options indicates a realization of value for the Chief Development Officer.
• The sale prices of the shares ($99.82 and $101.22) are significantly higher than the exercise price of $27.85, indicating a substantial gain for the reporting person.

Negatives

• The sale of shares by a Chief Development Officer could be perceived as a slight negative by some investors, although it was pre-planned.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The sale of shares by an executive, even if pre-planned, could lead to a minor perception of reduced insider confidence, though the impact is generally limited for 10b5-1 plans.
• Employees: The vesting and exercise of options demonstrate the company's equity compensation structure.

Next Steps

• The remaining 114,329 derivative securities (stock options) held by the reporting person will continue to vest according to their schedule, subject to continued service to Nuvalent, Inc.

Key Dates

Keywords

Nuvalent Inc, NUVL, Darlene Noci, Chief Development Officer, Insider Trading, Form 4, Stock Options, Rule 10b5-1 Plan, Equity Sales, Beneficial Ownership