Noci Darlene 4

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.