Form 4: Nuvalent CDO 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 10b5-1 trading plan.

Summary

• Darlene Noci, Nuvalent's Chief Development Officer, engaged in stock transactions on November 28, 2025.
• She exercised options to acquire 4,000 shares of Class A Common Stock at an exercise price of $27.85 per share.
• Concurrently, she sold 645 shares at a weighted average price of $107.85 per share, with individual transaction prices ranging from $107.26 to $108.23.
• She also sold an additional 3,355 shares at a weighted average price of $108.72 per share, with individual transaction prices ranging from $108.26 to $109.17.
• All transactions were executed under a Rule 10b5-1 trading plan established on November 18, 2024.
• Following these transactions, Darlene Noci directly beneficially owns 48,034 shares of Class A Common Stock and 118,329 stock options.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there is insider selling, it's part of a pre-arranged 10b5-1 plan, which mitigates negative interpretations. The exercise of options also indicates the officer realizing value from their compensation.

Positives

• The Chief Development Officer exercised stock options, indicating a realization of value from previously granted equity.
• The transactions were conducted under a Rule 10b5-1 trading plan, which suggests pre-planned activity rather than a reaction to immediate company news.

Negatives

• The Chief Development Officer sold a significant portion of the shares acquired through option exercise, which could be perceived as a reduction in direct equity exposure.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.
• The reporting person undertakes to provide 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 upon request.

Industry Context

This Form 4 filing reports routine insider trading activity (option exercise and sale) and does not provide specific insights into broader industry trends or competitive landscape for Nuvalent, Inc.

Comparison to Industry Standards

• Not applicable, as this filing details individual insider transactions rather than company performance metrics that can be benchmarked against industry standards or competitors.

Corporate Governance

Stakeholder Impact

• Shareholders: May observe the insider selling activity, which could be interpreted differently depending on their understanding of 10b5-1 plans.
• Employees: The exercise of options by a key officer demonstrates the value of equity compensation.

Next Steps

• Nuvalent, Inc. or any security holder may request full information regarding the number of shares sold at each separate price within the reported ranges.

Key Dates

Keywords

Nuvalent, NUVL, Form 4, insider trading, stock options, 10b5-1 plan, officer transactions, equity sales, Darlene Noci