Nuvalent, Inc.·4

Mar 16, 4:31 PM ET

Pelish Henry E. 4

4 · Nuvalent, Inc. · Filed Mar 16, 2026

Research Summary

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Nuvalent (NUVL) CSO Henry Pelish Exercises Options, Sells Shares

What Happened
Henry E. Pelish, Chief Scientific Officer of Nuvalent, exercised several stock option tranches on March 12, 2026, acquiring 17,320 shares for aggregate option exercise cost of $545,872 (strikes shown at $18.93, $27.85, $29.33 and $72.35). He then sold a total of 35,104 shares in open-market transactions on March 12–13, 2026 for aggregate proceeds of about $3,442,857 (sales reported at weighted-average prices in the $97–$100 range). The sales were effected pursuant to a Rule 10b5-1 trading plan adopted December 11, 2025.

Key Details

  • Transaction dates: Exercises on 2026-03-12; open-market sales on 2026-03-12 and 2026-03-13. Filing date: 2026-03-16 (filed on time).
  • Options exercised/paid: 17,320 shares; total exercise cost reported $545,872.
  • Shares sold: 35,104 shares; total proceeds reported ~$3,442,857. Reported sale prices are weighted averages with transaction ranges (approx. $97.08–$100.14 across different sale lots; see footnotes F2–F6 for exact ranges).
  • Derivative entries at $0 reflect conversion/settlement of the options into common shares upon exercise (these are not separate cash sales).
  • Filing notes: transactions effected under a 10b5-1 plan (F1). Various options include differing vesting schedules per the filing footnotes (F7–F10).
  • Shares owned after the transactions: not specified in the provided filing excerpt.

Context
This was an options exercise followed by open-market sales (common pattern when insiders exercise options and immediately sell some or all shares to cover exercise costs and taxes). Sales under a pre-established 10b5-1 plan are generally automatic and do not necessarily indicate a change in the insider’s view of the company. The Form 4 was filed within the required two business days, so the report is timely.

Insider Transaction Report

Form 4
Period: 2026-03-12
Pelish Henry E.
Chief Scientific Officer
Transactions
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-03-12$18.93/sh+8,456$160,07291,844 total
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-03-12$27.85/sh+1,754$48,84993,598 total
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-03-12$29.33/sh+4,125$120,98697,723 total
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-03-12$72.35/sh+2,985$215,965100,708 total
  • Sale

    Class A Common Stock

    [F1][F2]
    2026-03-12$97.79/sh24,189$2,365,44276,519 total
  • Sale

    Class A Common Stock

    [F1][F3]
    2026-03-12$98.44/sh5,505$541,91271,014 total
  • Sale

    Class A Common Stock

    [F1]
    2026-03-12$99.12/sh306$30,33170,708 total
  • Sale

    Class A Common Stock

    [F1][F4]
    2026-03-13$97.89/sh804$78,70469,904 total
  • Sale

    Class A Common Stock

    [F1][F5]
    2026-03-13$98.83/sh2,597$256,66267,307 total
  • Sale

    Class A Common Stock

    [F1][F6]
    2026-03-13$99.71/sh1,703$169,80665,604 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F7]
    2026-03-128,4562,113 total
    Exercise: $18.93Exp: 2032-01-04Class A Common Stock (8,456 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F8]
    2026-03-121,75411,402 total
    Exercise: $27.85Exp: 2033-01-06Class A Common Stock (1,754 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F9]
    2026-03-124,1259,900 total
    Exercise: $29.33Exp: 2033-03-01Class A Common Stock (4,125 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F10]
    2026-03-122,98521,073 total
    Exercise: $72.35Exp: 2034-01-05Class A Common Stock (2,985 underlying)
Footnotes (10)
  • [F1]These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2025.
  • [F10]The shares underlying this option have vested or shall vest over the four years following January 5, 2024 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
  • [F2]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.08 to $98.07, 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 (6) of this Form 4.
  • [F3]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.08 to $99.07, inclusive.
  • [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.19 to $98.16, inclusive.
  • [F5]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.19 to $99.12, inclusive.
  • [F6]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.21 to $100.14, inclusive.
  • [F7]The shares underlying this option are fully vested.
  • [F8]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.
  • [F9]The shares underlying this option have vested or shall vest over the four years following March 1, 2023 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
Signature
/s/ Nathan N. McConarty, attorney-in-fact|2026-03-16

Documents

1 file
  • 4
    ownership.xmlPrimary

    4