Form 4: Nuvalent CLO Sells Shares After Option Exercise

Nuvalent's Chief Legal Officer, Deborah Ann Miller, exercised stock options and subsequently sold 10,000 shares of Class A Common Stock under a pre-arranged 10b5-1 trading plan.

Summary

• Deborah Ann Miller, Nuvalent, Inc.'s Chief Legal Officer, engaged in transactions on January 2, 2026.
• Miller acquired 10,000 shares of Class A Common Stock by exercising stock options at a price of $18.93 per share.
• Immediately following the option exercise, Miller sold a total of 10,000 shares of Class A Common Stock in multiple transactions.
• The sales occurred at weighted average prices of $100.03 (4,005 shares), $100.77 (5,455 shares), and $101.47 (540 shares).
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024.
• Following these transactions, Miller directly beneficially owns 49,086 shares of Class A Common Stock.
• Miller also directly beneficially owns 61,000 stock options (right to buy) with an exercise price of $18.93, expiring on January 4, 2032.
• The shares underlying the options vest 25% on January 4, 2023, with the remainder vesting over three years in equal monthly installments, subject to continued service.

Sentiment

Score: 5

Explanation: The filing reports a pre-planned insider transaction involving the exercise of stock options and subsequent sale of shares, which is a routine event for executive compensation and liquidity and generally does not indicate a change in the company's fundamental outlook.

Positives

• The exercise of stock options indicates the reporting person is realizing value from their compensation, a normal part of executive remuneration.

Negatives

• The sale of shares by an insider, even if pre-planned, reduces their direct equity stake in the company.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

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

Industry Context

This announcement is an insider transaction report (Form 4), which details changes in beneficial ownership by company officers, directors, or significant shareholders. It does not provide information on broader industry trends or competitive landscape.

Related Party Transactions

• The Chief Legal Officer, Deborah Ann Miller, engaged in transactions involving the exercise of stock options and subsequent sale of company shares, which are considered related party dealings.

Stakeholder Impact

• Shareholders: The sale of shares by an insider, even if pre-planned, could be perceived as a minor negative, though often neutral given the routine nature of 10b5-1 plans.

Next Steps

• The remaining shares underlying the stock option will continue to vest over three years in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

Key Dates

Recommendation

The Form 4 details a routine, pre-planned insider transaction involving the exercise of stock options and subsequent sale of shares. This type of transaction, executed under a Rule 10b5-1 plan, typically does not signal a change in the company's fundamental outlook or warrant a shift in investment strategy based solely on this filing.

Keywords

Nuvalent, NUVL, Form 4, insider trading, stock options, share sale, Deborah Ann Miller, Chief Legal Officer, 10b5-1 plan