Noci Darlene 4

What Happened

• Darlene Noci, Chief Development Officer of Nuvalent, exercised stock options to acquire a total of 23,000 shares (9,146 at $18.93 and 13,854 at $72.35) on July 1, 2026, paying $173,134 and $1,002,337 respectively. On the same day she sold 23,000 shares in an open-market transaction for total proceeds of $2,842,570 (weighted average sale price $123.59).

Key Details

• Transaction date: July 1, 2026.
• Option exercises (acquisitions): 9,146 shares @ $18.93 = $173,134; 13,854 shares @ $72.35 = $1,002,337.
• Open-market sale (disposition): 23,000 shares @ weighted avg $123.59 = $2,842,570 (sale prices ranged $123.51–$123.62).
• The filing also records the corresponding disposition of the derivative instruments at $0.00 (these entries reflect the options being converted/terminated upon exercise).
• Footnotes: transactions effected under a Rule 10b5-1 trading plan adopted Nov 18, 2024 (F1). Sale price reported as weighted average; seller will provide per-price breakdown on request (F2). One option grant is fully vested (F3); the other vests monthly over four years beginning Jan 5, 2024 (F4).
• Shares owned after the transactions: not specified in the provided filing.

Context

• This appears to be a routine cashless-style sequence: options were exercised and the resulting shares were sold the same day under a pre-established 10b5-1 plan. Exercises indicate conversion of derivatives into common stock; the $0.00 derivative disposition lines reflect the option instruments ceasing to exist after exercise.
• The 10b5-1 plan note means the trades were made under a pre-set plan adopted in 2024, which is common for executive trading and reduces concerns about ad-hoc timing.