Noci Darlene 4
4 · Nuvalent, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Nuvalent (NUVL) CDO Darlene Noci Exercises Options, Sells Shares
What Happened
Darlene Noci, Chief Development Officer of Nuvalent, exercised 5,500 stock options on January 29, 2026 (Form 4 code M), paying $27.85 per share for a cost of $153,175. The filing shows she sold a total of 5,500 shares that same day in multiple open‑market transactions (codes S) for combined proceeds of $561,423 (weighted‑average prices reported). Net proceeds before fees and taxes were about $408,248. These trades were executed under a pre‑arranged Rule 10b5‑1 trading plan.
Key Details
- Transaction date: January 29, 2026 (filed Feb 2, 2026 — timely within the 2 business‑day window).
- Option exercise: 5,500 shares acquired at $27.85 each = $153,175.
- Open‑market sales (total 5,500 shares) — reported as multiple transactions with weighted averages:
- 189 shares @ $100.95 (range $100.34–$101.33) = $19,080 (F2)
- 3,429 shares @ $101.80 (range $101.35–$102.34) = $349,072 (F3)
- 1,819 shares @ $102.67 (range $102.35–$103.33) = $186,757 (F4)
- 63 shares @ $103.39 (range $103.35–$103.43) = $6,514 (F5)
- Total sale proceeds reported: $561,423.
- The Form 4 also shows a derivative disposition of 5,500 shares at $0 (common in cashless or net exercises) (F6 explains vesting schedule).
- Plan/footnotes: Transactions were made under a Rule 10b5‑1 plan adopted Nov 18, 2024 (F1). Weighted‑average price ranges and the seller’s offer to provide a per‑price breakdown are noted (F2–F5). Vesting schedule for the option grant is described (F6).
- Shares owned after the transactions are not specified in the information provided in this summary (not shown in the supplied excerpt).
Context
Exercising options and immediately selling the resulting shares is a common way for insiders to cover exercise costs and tax obligations; the 10b5‑1 plan indicates these sales were pre‑planned rather than spontaneous. Purchases (new insider buys) tend to be a stronger bullish signal than routine exercises followed by sales; this filing documents both an exercise and contemporaneous sales rather than a new accumulation of shares.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
[F1]2026-01-29$27.85/sh+5,500$153,175→ 63,617 total - Sale
Class A Common Stock
[F1][F2]2026-01-29$100.95/sh−189$19,080→ 63,428 total - Sale
Class A Common Stock
[F1][F3]2026-01-29$101.80/sh−3,429$349,072→ 59,999 total - Sale
Class A Common Stock
[F1][F4]2026-01-29$102.67/sh−1,819$186,757→ 58,180 total - Sale
Class A Common Stock
[F1][F5]2026-01-29$103.39/sh−63$6,514→ 58,117 total - Exercise/Conversion
Stock Option (Right to Buy)
[F1][F6]2026-01-29−5,500→ 108,829 totalExercise: $27.85Exp: 2033-01-06→ Class A Common Stock (5,500 underlying)
Footnotes (6)
- [F1]These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.
- [F2]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.34 to $101.33, 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 (2) through (5) of this Form 4.
- [F3]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.35 to $102.34, inclusive.
- [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.35 to $103.33, inclusive.
- [F5]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.35 to $103.43, inclusive.
- [F6]The shares underlying this option have vested or shall vest over the four years following January 6, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.