03/20/2026 | Press release | Distributed by Public on 03/20/2026 14:31
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 01/04/2032 | Class A Common Stock | 731 | $18.93 | D | |
| Stock Option (Right to Buy) | (3) | 08/01/2032 | Class A Common Stock | 8,333 | $14.4 | D | |
| Stock Option (Right to Buy) | (4) | 01/06/2033 | Class A Common Stock | 17,848 | $27.85 | D | |
| Stock Option (Right to Buy) | (5) | 01/05/2034 | Class A Common Stock | 15,052 | $72.35 | D | |
| Stock Option (Right to Buy) | (6) | 01/06/2035 | Class A Common Stock | 12,025 | $78.09 | D | |
| Stock Option (Right to Buy) | (7) | 01/07/2036 | Class A Common Stock | 8,000 | $106.82 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lane Benjamin C/O NUVALENT, INC. ONE BROADWAY, 14TH FLOOR CAMBRIDGE, MA 02142 |
See Remarks | |||
| /s/ Nathan N. McConarty, attorney-in-fact | 03/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Includes (i) 6,733 shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs") granted on January 5, 2024, (ii) 5,200 shares of Nuvalent, Inc. Class A Common Stock issuable under RSUs granted on January 6, 2025, and (iii) 8,000 shares of Nuvalent, Inc. Class A Common Stock issuable under RSUs granted on January 7, 2026. Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in three equal annual installments following the applicable grant date, subject to continued service to Nuvalent, Inc. through the applicable vesting date. |
| (2) | The shares underlying this option are fully vested. |
| (3) | The shares underlying this option vest as follows: 25% of the 50,000 shares originally underlying the option vested on August 1, 2023 and the remainder have vested or shall vest over the three years thereafter in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. |
| (4) | The 65,900 shares originally 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. |
| (5) | The 28,900 shares originally 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. |
| (6) | The 15,600 shares originally underlying this option have vested or shall vest over the four years following January 6, 2025 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. |
| (7) | The shares underlying this option have vested or shall vest over the four years following January 7, 2026 in equal monthly installments, subject to continued service to Nuvalent, Inc. through the applicable vesting date. |
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Remarks: Chief Technical Operations Officer Exhibit 24: Power of Attorney |
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