Form 4: Nuvalent Director Sells $6M in Pre-Planned Stock Sales

Nuvalent Director Matthew Shair sold over 60,000 shares of Class A Common Stock for approximately $6 million through a pre-arranged 10b5-1 trading plan.

Summary

• Matthew Shair, a Director of Nuvalent, Inc. (NUVL), reported sales of Class A Common Stock.
• On October 27, 2025, Mr. Shair sold 14,345 shares directly and 4,046 shares indirectly at a weighted average price of $100.23 per share.
• On October 28, 2025, Mr. Shair sold 32,455 shares directly and 9,154 shares indirectly at a weighted average price of $100.27 per share.
• The total number of shares sold across both dates is 60,000.
• The total value of the shares sold is approximately $6,015,000.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Shair on November 20, 2024.
• Following these transactions, Mr. Shair directly beneficially owns 1,383,044 shares and indirectly beneficially owns 203,322 shares through the Matthew D. Shair 2021 Irrevocable Family Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While insider selling can be perceived negatively, the transactions were pre-planned under a 10b5-1 plan, suggesting a non-discretionary sale rather than a reaction to new information. The sales occurred at a strong price point for the company's stock.

Positives

• The sales were executed at a strong price point, with weighted average prices of $100.23 and $100.27 per share, indicating a healthy valuation for Nuvalent's stock at the time of the transactions.

Negatives

• The transactions represent a reduction in insider ownership, as a director sold a significant number of shares.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may perceive a slight negative signal due to the reduction in insider ownership, although the pre-arranged nature of the sales under a 10b5-1 plan mitigates concerns about discretionary selling based on new material information.

Key Dates

Recommendation

The director's sale of shares, while significant, was executed under a pre-arranged 10b5-1 trading plan, indicating a non-discretionary transaction rather than a reaction to new material information. The sales occurred at a strong price point. This event alone does not fundamentally alter the investment thesis for Nuvalent, suggesting a 'hold' position is appropriate pending further operational or financial updates.

Keywords

Nuvalent, NUVL, Matthew Shair, Director, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Equity Securities