S-8

S-8 1 d946720ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on February 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NUVALENT, INC.

(Exact name of registrant as specified in its charter)

Delaware

81-5112298

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

One Broadway, 14th Floor

Cambridge, MA 02142

(Address, including zip code, of Registrant’s principal executive offices)

Nuvalent, Inc. 2021 Stock Option and Incentive Plan

Nuvalent, Inc. Amended and Restated 2021 Employee Stock Purchase Plan

(Full title of the plan)

James R. Porter

Chief Executive Officer

One Broadway, 14th Floor

Cambridge, MA 02142

(857) 357-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Deborah Miller

Chief Legal Officer

One Broadway, 14th Floor

Cambridge, MA 02142

(857) 357-7000

Rosemary G. Reilly, Esq.

Sidley Austin LLP

60 State Street, 36th Floor

Boston, Massachusetts 02109

(617) 223-0300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the Amended and Restated 2021 Employee Stock Purchase Plan (the “2021 ESPP”) of Nuvalent, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the 2021 Plan and the 2021 ESPP has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-258237, relating to the 2021 Plan and the 2021 ESPP filed by the Registrant with the Securities and Exchange Commission on July 28, 2021, (ii) the Registration Statement on Form S-8, File No. 333-263926, relating to the 2021 Plan and the 2021 ESPP filed by the Registrant with the Securities and Exchange Commission on March 29, 2022, (iii) the Registration Statement on Form S-8, File No. 333-270594, relating to the 2021 Plan and the 2021 ESPP filed by the Registrant with the Securities and Exchange Commission on March 16, 2023, (iv) the Registration Statement on Form S-8, File No. 333-277379, relating to the 2021 Plan and the 2021 ESPP filed by the Registrant with the Securities and Exchange Commission on February 27, 2024, and (v) the Registration Statement on Form S-8, File No. 333-285299, relating to the 2021 Plan and the 2021 ESPP filed by the Registrant with the Securities and Exchange Commission on February 27, 2025.

Item 8. Exhibits.

The following exhibits are incorporated herein by reference:

Exhibit
Number

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Filed

Herewith

4.1

Third Amended and Restated Certificate of Incorporation of the Registrant, as amended

8-K

001-40671

3.1

6/16/2023

4.2

Amended and Restated Bylaws of the Registrant

10-K

001-40671

3.2

3/16/2023

4.3

Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, effective as of April 30, 2021

S-1

333-257730

4.3

7/7/2021

5.1

Opinion of Sidley Austin LLP

23.1

Consent of KPMG LLP, independent registered public accounting firm

23.2

Consent of Sidley Austin LLP (included in Exhibit 5.1)

24.1

Power of Attorney (included on the signature pages of this registration statement)

99.1

2021 Stock Option and Incentive Plan and forms of award agreements thereunder

S-1/A

333-257730

10.2

7/26/2021

99.2

Amended and Restated 2021 Employee Stock Purchase Plan

10-Q

001-40671

10.1

8/10/2022

107

Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 26th day of February, 2026.


NUVALENT, INC.

By:		/s/ James R. Porter
		Name: James R. Porter, Ph.D.
		Title: President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of James R. Porter, Alexandra Balcom and Deborah Miller as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Name	Title	Date

/s/ James R. Porter James R. Porter, Ph.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	February 26, 2026

/s/ Alexandra Balcom Alexandra Balcom	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 26, 2026

/s/ Grant Bogle Grant Bogle	Director	February 26, 2026

/s/ Michael L. Meyers Michael L. Meyers, M.D., Ph.D.	Director	February 26, 2026

/s/ Christy Oliger Christy Oliger	Director	February 26, 2026

/s/ Joseph Pearlberg Joseph Pearlberg, M.D., Ph.D.	Director	February 26, 2026

/s/ Anna Protopapas Anna Protopapas	Director	February 26, 2026

/s/ Ron Squarer Ron Squarer	Director	February 26, 2026

/s/ Sapna Srivastava Sapna Srivastava, Ph.D.	Director	February 26, 2026

/s/ Cameron A. Wheeler Cameron A. Wheeler, Ph.D.	Director	February 26, 2026

SEC Form S-8 filed by Nuvalent Inc.