Form 4: Nuvalent CDO Sells Shares, Acquires New Equity Awards

Nuvalent's Chief Development Officer, Darlene Noci, reported sales of Class A Common Stock to cover tax obligations and the acquisition of new restricted stock units and stock options.

Summary

• Darlene Noci, Nuvalent, Inc.'s Chief Development Officer, reported multiple transactions involving the company's Class A Common Stock.
• Between January 5, 2026, and January 6, 2026, Noci sold a total of 7,417 shares of Class A Common Stock at weighted average prices ranging from $96.06 to $98.52 per share.
• These sales were executed under a Rule 10b5-1 plan established on December 6, 2023, specifically to satisfy tax withholding obligations arising from the vesting of previously granted equity awards.
• On January 7, 2026, Noci acquired 17,500 shares of Class A Common Stock through restricted stock units (RSUs) at a price of $0.00.
• Also on January 7, 2026, Noci acquired 17,500 stock options with an exercise price of $106.82 per share, also at a price of $0.00.
• Following these transactions, Noci beneficially owns 40,617 shares of Class A Common Stock directly and 17,500 derivative securities (stock options).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the routine nature of the new equity award grants to a key executive, which aligns her interests with the company's long-term success. The sales, while reducing direct holdings, are explicitly for tax purposes under a pre-arranged plan, mitigating any negative signal.

Positives

• The Chief Development Officer received a significant grant of 17,500 restricted stock units (RSUs) and 17,500 stock options, indicating continued long-term incentive and alignment with company performance.
• The vesting schedules for the new RSUs (three equal annual installments) and stock options (equal monthly installments over four years) encourage long-term commitment from a key executive.

Negatives

• The Chief Development Officer sold 7,417 shares of Class A Common Stock over two days, which reduces her direct shareholding.

Future Outlook

The acquisition of new restricted stock units and stock options, with vesting schedules extending over three to four years from January 7, 2026, indicates an expectation of continued service from the Chief Development Officer and aligns her incentives with the company's long-term performance.

Industry Context

This Form 4 details routine insider equity transactions, which are common across publicly traded companies, particularly for executives receiving equity compensation and managing tax obligations. Such filings provide transparency into executive holdings and compensation structures within the biotechnology or pharmaceutical industry, where equity-based incentives are prevalent.

Stakeholder Impact

• Shareholders: The transactions provide transparency into executive compensation and holdings. The sales are for tax purposes, not a signal of lack of confidence, and new grants reinforce executive alignment.
• Employees: The equity grants to a Chief Development Officer demonstrate the company's commitment to incentivizing key personnel, which can positively influence employee morale and retention.

Next Steps

• The acquired restricted stock units will vest in three equal annual installments following January 7, 2026, subject to continued service.
• The acquired stock options will vest over four years following January 7, 2026, in equal monthly installments, subject to continued service.

Key Dates

Keywords

Nuvalent, NUVL, Form 4, Insider Transaction, Equity Awards, Restricted Stock Units, Stock Options, Darlene Noci, Chief Development Officer, 10b5-1 Plan