Miller Deborah Ann 4

What Happened

• Deborah Ann Miller, Chief Legal Officer of Nuvalent, exercised options to acquire 5,500 shares at $6.89 per share (cost $37,895) on 2026-02-26 and, on the same day, sold a total of 5,500 shares in open-market transactions for combined proceeds of approximately $566,788 (sales of 2,698 shares at $102.64, 2,602 shares at $103.41, and 200 shares at $103.96). The Form 4 also shows a simultaneous derivative disposition of 5,500 shares at $0.00 (reported as a derivative conversion).
• These actions are typically consistent with a cashless exercise (exercise followed by immediate sale of the acquired shares), but the filing does not state the insider’s motivation.

Key Details

• Transaction date: February 26, 2026; Form 4 filed March 2, 2026 (timely).
• Exercise: 5,500 shares at $6.89 (total $37,895).
• Open-market sales: 2,698 shares @ $102.64 ($276,923); 2,602 shares @ $103.41 ($269,073); 200 shares @ $103.96 ($20,792). Total sale proceeds ≈ $566,788.
• Derivative entry: 5,500 shares disposed at $0.00 — reported as a conversion/derivative settlement on the form.
• Footnotes: Transactions were effected under a Rule 10b5-1 trading plan adopted November 18, 2024; reported sale prices are weighted averages with ranges across multiple trades. The exercised option shares were fully vested.
• Shares owned after the transactions: not specified in the supplied filing.

Context

• Because the trades were made under a pre-established 10b5-1 plan and involved exercising options then selling the resulting shares the same day, this appears routine rather than an unsolicited market-timing signal. Form 4s are informational — they report transactions but do not explain the insider’s reasons.