Nuvalent, Inc. Reports Director and Officer Changes

TL;DR

Nuvalent leadership shakeup: new directors elected, officers appointed, and comp plans updated.

AI Summary

Nuvalent, Inc. filed an 8-K on December 10, 2025, reporting changes effective December 9, 2025. The filing pertains to the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. Specific details regarding the individuals involved, their roles, and the nature of the compensatory arrangements are not provided in this excerpt.

Why It Matters

This filing indicates potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in key personnel and compensatory arrangements can signal internal shifts that may affect company strategy and performance.

Key Players & Entities

• Nuvalent, Inc. (company) — Registrant
• December 9, 2025 (date) — Earliest event reported
• December 10, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 par value per share NUVL The Nasdaq
• $600,000 — value as of the date of grant equal to $600,000, determined in accordance with Accounti

Filing Documents

• d60619d8k.htm (8-K) — 26KB
• 0001193125-25-314165.txt ( ) — 138KB
• nuvl-20251209.xsd (EX-101.SCH) — 3KB
• nuvl-20251209_lab.xml (EX-101.LAB) — 18KB
• nuvl-20251209_pre.xml (EX-101.PRE) — 11KB
• d60619d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2025 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) Nuvalent, Inc. One Broadway , 14th Floor , Cambridge , Massachusetts 02142 (Address of principal executive offices, including zip code) (857) 357-7000 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trade Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value per share NUVL The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Director On December 9, 2025, Matthew Shair, Ph.D., a member of the board of directors (the "Board") of Nuvalent, Inc. (the "Company"), notified the Company of his decision to resign from the Board and from all committees of the Board on which he serves, effective immediately. Dr. Shair's decision to resign was not as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Election of New Director On December 10, 2025, in accordance with the recommendation of the Nominating and Corporate Governance Committee ("NCG Committee") of the Board, the Board elected Ron Squarer as a member of the Board, effective immediately. Mr. Squarer was elected to serve as a Class II director of the Board, until the Company's 2026 annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal. The Board has determined that Mr. Squarer is an "independent" director under the rules of Nasdaq. Mr. Squarer will receive compensation for his service as a non-employee director in accordance with the Company's non-employee director compensation policy, including an initial, one-time (i) stock option grant to purchase shares of the Company's Class A common stock, at an exercise price equal to the closing price of the Company's Class A common stock on the date of grant, which option shall vest in equal monthly installments over three years from the date of grant (the "Option Award"), and (ii) restricted stock unit grant settleable in shares of the Company's Class A common stock, which restricted stock unit will vest in equal annual installments over three years from the date of grant (the "RSU Award" and together with the Option Award the "Initial Award"), with vesting in each case subject to Mr. Squarer's continued service. The Initial Award will have an aggregate fair value as of the date of grant equal to $600,000, determined in accordance with Accounting Standards Codification Topic 718, but excluding the impact of estimated forfeitures related to service-based vesting conditions. The value of each of the Option Award and the RSU Award will be equal as nearly as practicable to fifty percent (50%) of the aggregate value of the Initial Award, provided that in no event will the Option Award be for more than 14,850 shares or the RSU Award be for more than 7,425 shares. Mr. Squarer will also be entitled to receive annual cash retainers for his service as a director, plus additional cash compensation if appointed to a Board committee, and annual equity grants in accordance with the Company's non-employee director compensation policy. The Company's non-employee director compensation policy was filed as

View Full Filing

View this 8-K filing on SEC EDGAR