Miller Deborah Ann 4

What Happened
Deborah Ann Miller, Chief Legal Officer of Nuvalent, exercised stock options to acquire 15,000 shares (700 on Jan 21; 14,300 on Jan 22) at a strike price of $27.85, paying about $417,750 in aggregate. She then sold the same 15,000 shares in open-market transactions for weighted-average prices of $109.84–$110.16, generating gross proceeds of approximately $1,652,176. The filings also record derivative conversion entries at $0.00 reflecting the option-to-share conversion associated with the exercises.

Key Details

• Dates: Jan 21, 2026 (700 shares) and Jan 22, 2026 (14,300 shares).
• Exercise cost: 15,000 shares × $27.85 = $417,750 total (700 → $19,495; 14,300 → $398,255).
• Sales proceeds: 700 shares @ weighted avg $109.84 = $76,888; 14,300 shares @ weighted avg $110.16 = $1,575,288; total ≈ $1,652,176. Net proceeds before fees/taxes ≈ $1,234,426.
• Sales were reported with weighted-average prices; reported price ranges: $109.80–$109.90 (smaller lot) and $109.80–$110.75 (larger lot). The filer offers to provide breakdowns by price on request (F2, F3).
• Transactions were executed pursuant to a Rule 10b5-1 trading plan adopted Nov 18, 2024 (F1).
• Vesting note: underlying option shares vest monthly over four years beginning Jan 6, 2023 (F4).
• The Form 4 was filed on Jan 23, 2026 for trades on Jan 21–22; no late filing is indicated.
• Shares owned after the transactions are not specified in the provided filing excerpt.

Context
This was an option exercise followed by immediate open-market sales of the same shares (a sell-to-cover/cashless-style outcome). Such transactions commonly reflect routine option exercise and planned selling under a pre-established 10b5-1 plan; they are factual disclosures of insider activity and do not by themselves indicate the insider’s outlook on the company.