SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

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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1. Name and Address of Reporting Person^*

Lane Benjamin

(Last)

(First)

(Middle)

C/O NUVALENT, INC.

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE

MASSACHUSETTS

02142

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026

3. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	40,868⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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

Explanation of Responses:

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.

Remarks:

Chief Technical Operations Officer Exhibit 24: Power of Attorney

	/s/ Nathan N. McConarty, attorney-in-fact	03/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 3: SEC 1473 (03-26)