Noci Darlene 4

4 · Nuvalent, Inc. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Nuvalent (NUVL) CDO Darlene Noci Exercises Options and Sells Shares

What Happened

Darlene Noci, Chief Development Officer of Nuvalent, exercised 5,500 options on Feb 26, 2026 at an exercise price of $27.85, costing $153,175, and simultaneously sold a total of 5,500 shares in open-market transactions that generated approximately $566,682 in gross proceeds. The transactions were reported on a Form 4 filed 2026-03-02.
The filing also shows a separate line reporting disposition of 5,500 shares at $0.00 labeled as a derivative disposition; the filing does not provide additional detail about that zero-dollar disposition.

Key Details

Transaction date: February 26, 2026; Form 4 filed March 2, 2026 (timely within the Form 4 deadline).
Option exercise: 5,500 shares exercised at $27.85 per share = $153,175.
Open-market sales (all on Feb 26, 2026):
- 3,000 shares sold at a weighted average price of $102.64 (prices ranged $102.04–$103.00) = $307,920. (Footnote F2)
- 2,300 shares sold at a weighted average price of $103.44 (prices ranged $103.04–$104.03) = $237,912. (Footnote F3)
- 200 shares sold at a weighted average price of $104.25 (prices ranged $104.09–$104.41) = $20,850. (Footnote F4)
Total open-market proceeds: ~$566,682.
The reporting person adopted a Rule 10b5-1 trading plan on November 18, 2024 (Footnote F1).
Vesting note: the underlying option shares vest monthly over four years from January 6, 2023 (Footnote F5).
Shares owned after the transactions: not specified in this Form 4.

Context

This was an exercise of options followed by sales of the resulting shares. The Form shows both the option exercise (acquisition) and subsequent sales (dispositions). The separate $0.00 derivative disposition line in the filing often reflects shares withheld or surrendered in connection with an exercise (e.g., to cover taxes or option cost), but the filing does not explicitly explain that step.
Transactions were made under a pre-established 10b5-1 plan, which commonly indicates trades were pre-planned rather than ad hoc. The filing was timely.

Form 4

Period: 2026-02-26

Chief Development Officer

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-02-26$27.85/sh+5,500$153,175→ 63,617 total
Sale
Class A Common Stock
[F1][F2]
2026-02-26$102.64/sh−3,000$307,920→ 60,617 total
Sale
Class A Common Stock
[F1][F3]
2026-02-26$103.44/sh−2,300$237,912→ 58,317 total
Sale
Class A Common Stock
[F1][F4]
2026-02-26$104.25/sh−200$20,850→ 58,117 total
Exercise/Conversion
Stock Option (Right to Buy)
[F1][F5]
2026-02-26−5,500→ 103,329 total
Exercise: $27.85Exp: 2033-01-06→ Class A Common Stock (5,500 underlying)

Footnotes (5)

[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 $102.04 to $103.00, 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 (4) of this Form 4.
[F3]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.04 to $104.03, inclusive.
[F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.09 to $104.41, inclusive.
[F5]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.

Signature

/s/ Nathan McConarty, attorney-in-fact|2026-03-02

1 file