Nuvalent, Inc. — Director's Dealing 2025

Jan 8, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nuvalent, Inc. (NUVL)
CIK: 0001861560
Period of Report: 2025-01-06

Reporting Person: Pelish Henry E. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-06	Class A Common Stock	A	18750	$0.00	Acquired	62464	Direct
2025-01-06	Class A Common Stock	S	712	$78.28	Disposed	61752	Direct
2025-01-06	Class A Common Stock	S	428	$79.33	Disposed	61324	Direct
2025-01-06	Class A Common Stock	S	1343	$80.54	Disposed	59981	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-01-06	Stock Option (Right to Buy)	$78.09	A	37500	Acquired	2035-01-06	Class A Common Stock (37500)	Direct

Footnotes

F1: Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in three equal annual installments following January 6, 2025, subject to continued service to Nuvalent, Inc. through the applicable vesting date.

F2: The sale was effected pursuant to a durable Rule 10b5-1 sell-to-cover instruction letter entered into on December 6, 2023 to satisfy the reporting person's tax withholding obligations upon the vesting of previously granted equity awards.

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.02 to $79.01, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, Nuvalent, Inc. or any security holder of Nuvalent, Inc., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) of this Form 4.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.02 to $79.97, inclusive.

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.04 to $81.03, inclusive.

F6: The shares underlying this option vest over the four years following January 6, 2025 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.