DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

NUVALENT, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NUVALENT, INC.

One Broadway, 14th Floor

Cambridge, Massachusetts 02142

(857) 357-7000

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, June 18, 2025

Dear Stockholder:

You are cordially invited to the 2025 Annual Meeting of Stockholders (the Annual Meeting) of Nuvalent, Inc. The Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/NUVL2025 on Wednesday, June 18, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of the stockholders. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUVL2025 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or proxy card to attend the Annual Meeting virtually.

At the Annual Meeting, the stockholders will consider and vote on the following matters:

The election of three Class I directors, Grant Bogle, James R. Porter, Ph.D., and Anna Protopapas, each to serve for a three-year term expiring at the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

The approval, on an advisory basis, of the compensation paid to our named executive officers (NEOs);

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

The transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on April 21, 2025, will be entitled to notice of and to vote electronically during the Annual Meeting or any adjournment or postponement thereof. A complete list of stockholders of record will be open for examination by any stockholder beginning ten days prior to the Annual Meeting. If you would like to view the list, please contact our Secretary to make arrangements by calling (857) 357-7000 or by writing to Attn: Secretary, One Broadway, 14th Floor, Cambridge, MA 02142. We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of the Annual Meeting.

We encourage all stockholders to attend the Annual Meeting online. However, whether or not you plan to attend the Annual Meeting online, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.

By the Order of the Board of Directors,

James R. Porter, Ph.D.

President and Chief Executive Officer

Cambridge, Massachusetts

April 28, 2025

Important Notice Regarding Internet Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on June 18, 2025: The proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at www.proxyvote.com. These documents are also available to any stockholder who wishes to receive a paper copy by visiting www.proxyvote.com, calling 1-800-579-1639 or sending an email to sendmaterial@proxyvote.com. Any requests for a paper copy of these documents should be received by June 4, 2025, in order to ensure timely delivery.

TABLE OF CONTENTS


INFORMATION CONCERNING SOLICITATION AND VOTING	1
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	2
PROPOSAL NO. 1 ELECTION OF DIRECTORS	8
PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	13
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	14
CORPORATE GOVERNANCE	16
EXECUTIVE COMPENSATION	28
TRANSACTIONS WITH RELATED PERSONS	51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	52
STOCKHOLDER PROPOSALS FOR OUR 2026 ANNUAL MEETING	56
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	56
OTHER MATTERS	56

NUVALENT, INC.

One Broadway, 14th Floor

Cambridge, Massachusetts 02142

(857) 357-7000

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, June 18, 2025

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement contains information about our 2025 annual meeting of stockholders (the Annual Meeting). The Annual Meeting will be held on Wednesday, June 18, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/NUVL2025. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Except where the context otherwise requires, references to “Nuvalent,” “the Company,” “we,” “us,” “our” and similar terms refer to Nuvalent, Inc. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this proxy statement.

This proxy statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by our board of directors for use at the Annual Meeting and at any adjournment or postponement of that meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions, your proxy will be voted in accordance with the recommendations of our board of directors. We are making this proxy statement, the related proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, available to stockholders for the first time on or about April 28, 2025.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (SEC) except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142 or by submitting a request over the Internet at www.proxyvote.com, calling 1-800-579-1639 or sending an email to sendmaterial@proxyvote.com. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are also available on the SEC’s website at www.sec.gov.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Q. Why do I have access to these materials?

A. We have made these proxy materials available to you because our board of directors is soliciting your proxy to vote at the Annual Meeting to be held on June 18, 2025, at 11:00 a.m. Eastern Time, including at any adjournments or postponements of the Annual Meeting. As a holder of Class A common stock as of the close of business on April 21, 2025, you are invited to attend the Annual Meeting online and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under the rules adopted by the SEC and that is designed to assist you in voting your shares.

Q. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A. In accordance with SEC rules, we have elected to provide access to our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, over the Internet. Accordingly, we plan to send a Notice Regarding the Availability of Proxy Materials (the Notice) to our stockholders of record entitled to vote at the Annual Meeting with instructions for accessing the proxy materials. We plan to mail the Notice on or about April 28, 2025, to all stockholders entitled to vote at the Annual Meeting.

All stockholders entitled to vote at the Annual Meeting will have the ability to access the proxy materials by visiting the website referred to in the Notice, www.proxyvote.com. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. The Notice also contains instructions to request to receive a printed set of the proxy materials. You may request a paper copy of the proxy materials by submitting a request over the Internet at www.proxyvote.com, calling 1-800-579-1639 or sending an email to sendmaterial@proxyvote.com.

The Notice also identifies the date and time of, and web address for, the Annual Meeting; the matters to be acted upon at the Annual Meeting and our board of directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and a form of proxy card relating to the Annual Meeting; and information on how to access and vote the form of proxy card.

Q. Can I vote my shares by filling out and returning the Notice?

A. No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote over the Internet or by telephone, by requesting and returning a printed proxy card or how to register to vote online during the Annual Meeting.

Q. What does it mean if I receive more than one Notice?

A. If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.

Q. What is the purpose of the Annual Meeting?

A. At the Annual Meeting, stockholders will consider and vote on the following matters:

(1)

(2)

The approval, on an advisory basis, of the compensation paid to our NEOs (Proposal No. 2);

(3)

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 3); and

(4)

The transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Q. Why is the Annual Meeting of stockholders a virtual, online meeting?

A. The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUVL2025 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice or proxy card to attend the Annual Meeting virtually. There will not be a physical meeting location. We believe that hosting a virtual meeting may enable greater stockholder attendance and participation from any location around the world.

Q. How do I virtually attend the Annual Meeting?

A. We will host the Annual Meeting exclusively via the Internet at www.virtualshareholdermeeting.com/NUVL2025. In order to attend the Annual Meeting online, you will need the 16-digit control number included on your Notice or proxy card.

Q. Who can vote?

A. Only stockholders of record of our Class A common stock at the close of business on April 21, 2025, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting. On this record date, there were 66,362,216 shares of our Class A common stock outstanding. We have Class A common stock and Class B common stock outstanding. Shares of our Class B common stock are non-voting, except as may be required by law.

Q. How many votes do I have?

A. Each share of our Class A common stock that you own as of the record date, April 21, 2025, entitles you to one vote on each matter that is voted on.

Q. Is my vote important?

A. Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions, choose the way to vote that is the easiest and most convenient for you and cast your vote as soon as possible.

Q. How do I vote?

A. If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, brokerage firm or other nominee, you may vote:

(1)

Over the Internet: To vote over the Internet prior to the Annual Meeting, please go to the following website: www.proxyvote.com, and follow the instructions at that site for submitting your proxy electronically. You will need the 16-digit control number included on your Notice or proxy card. If you vote over the Internet, you do not need to complete and mail your proxy card or vote your proxy by telephone. Your vote must be received by 11:59 p.m. Eastern Time on June 17, 2025, to be counted.

(2)

By Telephone: To vote by telephone, please call 1-800-690-6903, and follow the recorded instructions. You will need the 16-digit control number included on your Notice or proxy card. If you vote by telephone, you do not need to complete and mail your proxy card or vote your proxy over the Internet. Your vote must be received by 11:59 p.m. Eastern Time on June 17, 2025, to be counted.

(3)

By Mail: To vote by mail, you must request printed proxy materials, including a proxy card, and complete, sign and date the proxy card and return it promptly in the postage prepaid envelope provided. If you vote by mail, you do not need to vote over the Internet or by telephone. Your proxy card must be received by June 17, 2025, to be counted.

(4)

Online During the Annual Meeting: You may attend and vote at the Annual Meeting online at www.virtualshareholdermeeting.com/NUVL2025. You will need the 16-digit control number included on your Notice or proxy card to be able to vote during the Annual Meeting. If you vote by proxy prior to the Annual Meeting and choose to attend the Annual Meeting online, there is no need to vote again during the Annual Meeting unless you wish to change your vote.

If your shares are held in “street name,” meaning they are held for your account by an intermediary, such as a bank, brokerage firm or other nominee, then you are deemed to be the beneficial owner of your shares and the bank, brokerage firm or other nominee that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, brokerage firm or other nominee that holds your shares. In order to vote your shares, you will need to follow the instructions that your bank, brokerage firm or other nominee provides you. Many brokerage firms solicit voting instructions over the Internet or by telephone.

You are welcome to virtually attend the Annual Meeting if your shares are held in street name. In order to do so, you will need to visit www.virtualshareholdermeeting.com/NUVL2025 on the date and at the time of the Annual Meeting and enter the 16-digit control number included on your Notice, proxy card or voting instruction form.

Q. Can I revoke or change my vote after I submit my proxy?

A. If you are the “record holder” of your shares, you may revoke your proxy and change your vote by following one of the below procedures:

(1)

Vote over the Internet or by telephone as instructed above under “Over the Internet” and “By Telephone.” Only your latest Internet or telephone vote is counted. You may not change your vote over the Internet or by telephone after 11:59 p.m. Eastern Time on June 17, 2025.

(2)

Sign and complete a new proxy card and send it by mail in the postage prepaid envelope provided. Broadridge Financial Solutions, Inc. must receive the proxy card no later than June 17, 2025. Only your latest dated proxy card will be counted.

(3)

Virtually attend the Annual Meeting online and vote online as instructed above. Attending the Annual Meeting alone will not revoke your Internet vote, telephone vote or proxy submitted by mail, as the case may be.

(4)

Give our Secretary written notice before or at the Annual Meeting that you want to revoke your proxy. Such written notice should be sent to Nuvalent, Inc., Attention: Deborah Miller, Chief Legal Officer, One Broadway, 14th Floor, Cambridge, Massachusetts 02142.

If your shares are held in “street name,” you may submit new voting instructions with a later date by contacting your bank, brokerage firm or other nominee and following their instructions. You may also vote virtually at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, by entering the 16-digit control number included on your Notice, proxy card or voting instruction form.

Attending the Annual Meeting alone will not revoke your proxy.

Q. Will my shares be voted if I do not return my proxy?

A. If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone or by returning your proxy card by mail or online while virtually attending the Annual Meeting.

If your shares are held in “street name,” your brokerage firm may under certain circumstances vote your shares if you do not return your voting instructions. Brokerage firms can vote customers’ unvoted shares on discretionary matters but they will not be allowed to vote your shares with respect to certain non-discretionary items. If you do not return voting instructions to your brokerage firm to vote your shares, your brokerage firm may, on discretionary matters, either vote your shares or leave your shares unvoted.

Proposal No. 1, the election of three Class I directors, and Proposal No. 2, the approval, on an advisory basis, of the compensation paid to our NEOs, are not considered discretionary matters. If you do not instruct your brokerage firm how to vote with respect to these proposals, your brokerage firm may not vote your shares with respect to these proposals and your shares instead will be counted as “broker non-votes” with respect to these proposals. “Broker non-votes” occur when your bank, brokerage firm or other nominee submits a proxy for your shares (because the bank, brokerage firm or other nominee has received instructions from you on one or more proposals, but not all proposals, or has not received instructions from you but is entitled to vote on a particular “discretionary” matter) but does not indicate a vote for a particular proposal because the bank, brokerage firm or other nominee either does not have the authority to vote on that proposal and has not received voting instructions from you or has discretionary authority but chooses not to exercise it.

Proposal No. 3, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, is considered a discretionary matter. If you do not instruct your brokerage firm how to vote with respect to this proposal, your brokerage firm will be able to vote your shares on this proposal even if it does not receive instructions from you, so long as it holds your shares in its name. We encourage you to provide voting instructions to your brokerage firm or other nominee. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your brokerage firm or other nominee about how to submit your voting instructions.

Q. How many shares must be represented to hold the Annual Meeting?

A. A majority of our shares of Class A common stock outstanding at the record date must be present virtually or represented by proxy to hold the Annual Meeting. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by mail or virtually at the Annual Meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares that are counted as broker non-votes. If a quorum is not present, we expect to adjourn the Annual Meeting until we obtain a quorum.

The presence at the Annual Meeting, virtually or by proxy, of holders representing a majority of our outstanding Class A common stock as of the record date, April 21, 2025, or approximately 33,181,109 shares, constitutes a quorum at the Annual Meeting and permits us to conduct the business of the Annual Meeting.

Q. What vote is required to approve each matter and how are votes counted?

A. Proposal No. 1 — Election of Directors

A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast by stockholders entitled to vote at the Annual Meeting.

Votes that are withheld and broker non-votes will not be included in the vote tally for the election of directors and will not affect the results of the vote.

Proposal No. 2 — Advisory Vote to Approve the Compensation Paid to our Named Executive Officers

The affirmative vote of the holders of shares of Class A common stock representing a majority of the votes cast on the matter is required to approve, on an advisory basis, the compensation paid to our NEOs. Abstentions and broker non-votes will not be counted as votes cast on this matter and, as a result, will have no effect on the outcome of Proposal No. 2.

Proposal No. 2 is non-binding. Because this vote is advisory and not binding on us or our board of directors in any way, our board of directors may decide that it is in our and our stockholders’ best interests to compensate our NEOs in an amount or manner that differs from that which is approved by our stockholders.

Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

The affirmative vote of the holders of shares of Class A common stock representing a majority of the votes cast on the matter is required for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Abstentions and broker non-votes will not be counted as votes cast on this matter and, as a result, will have no effect on the outcome of Proposal No. 3.

Although stockholder approval of our audit committee’s appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, our audit committee will reconsider its appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025.

Q. How does our board of directors recommend that I vote on the proposals?

A. Our board of directors recommends that you vote:

•

FOR the election of each of the three Class I director nominees, Grant Bogle, James R. Porter, Ph.D., and Anna Protopapas, each to serve for a three-year term expiring at the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified;

•

FOR the approval, on an advisory basis, of the compensation of our NEOs; and

•

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Q. What if I return a proxy card or otherwise vote but do not make specific choices?

A. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” electing those nominees for director for whom you made no indication with respect to Proposal No. 1, “For” Proposal No. 2, and “For” Proposal No. 3. If any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy intend to vote your shares in accordance with their judgment on the matter.

Q. Are there other matters to be voted on at the Annual Meeting?

A. We do not know of any matters that may come before the Annual Meeting other than the election of our Class I directors; the approval, on an advisory basis, of the compensation of our NEOs; and the approval of the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. If any other matters are properly presented at the Annual Meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.

Q. Who will count the votes?

A. The votes will be counted, tabulated and certified by Broadridge Financial Solutions, Inc.

Q. How can I find out the results of the voting at the Annual Meeting?

A. Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election and published in a current report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

Q. How do I submit a question at the Annual Meeting?

A. If you wish to submit a question during the Annual Meeting, you will need the 16-digit control number included on your Notice or proxy card. Our virtual meeting will be governed by our Rules of Conduct and Procedures, which will be posted at www.virtualshareholdermeeting.com/NUVL2025 during the Annual Meeting.

Q. How and when may I submit a stockholder proposal, including a stockholder nomination for director for the 2026 annual meeting?

A. Stockholders wishing to suggest a candidate for director should write to our Secretary. In order to give our nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2026 annual meeting, the recommendation should be received by our Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals for our 2026 Annual Meeting.” Such submissions must state the nominee’s name, together with appropriate biographical information and background materials and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of Class A common stock owned by such stockholder or group of stockholders, as well as other information required by our Amended and Restated Bylaws or SEC regulations. We may require any proposed nominee to furnish such other information as we may reasonably require in determining the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

Q. Who is paying the costs of soliciting these proxies?

A. We will pay all of the costs of soliciting proxies. Our directors, officers and other employees may solicit proxies in person or by mail, telephone, fax or email. We will pay our directors, officers and other employees no additional compensation for these services. We will ask banks, brokerage firms and other nominees to forward these proxy materials to their principals and to obtain authority to execute proxies. We may reimburse them for their expenses.

Q. Whom should I contact if I have any questions?

A. If you have any questions about the Annual Meeting or your ownership of our common stock, please contact Nuvalent at One Broadway, 14th Floor, Cambridge, Massachusetts 02142, telephone: (857) 357-7000.

Q. Whom do I contact if I experience technical difficulties trying to access or during the Annual Meeting?

A. If you have technical difficulties when accessing the Annual Meeting, there will be technicians available to assist you. If you encounter any technical difficulties accessing the virtual meeting during the meeting, please call the technical support number that will be posted on the Annual Meeting log-in page.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

In accordance with the terms of our Restated Certificate of Incorporation and Amended and Restated Bylaws, our board of directors is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. As a result, only one class of our directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors currently consists of eleven members. The members of the classes are divided as follows:

•

the Class I directors are Grant Bogle, Andrew A. F. Hack, M.D., Ph.D., James R. Porter, Ph.D., and Anna Protopapas, and their term will expire at the Annual Meeting;

•

the Class II directors are Gary Gilliland, M.D., Ph.D., Michael L. Meyers, M.D., Ph.D., Joseph Pearlberg, M.D., Ph.D., and Matthew Shair, Ph.D., and their term will expire at the annual meeting of stockholders to be held in 2026; and

•

the Class III directors are Emily Drabant Conley, Ph.D., Sapna Srivastava, Ph.D., and Cameron Wheeler, Ph.D., and their term will expire at the annual meeting of stockholders to be held in 2027.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our board of directors has nominated Grant Bogle, James R. Porter, Ph.D., and Anna Protopapas for election as the Class I directors at the Annual Meeting. Each of Mr. Bogle, Dr. Porter and Ms. Protopapas is presently a director and has indicated a willingness to continue to serve as director, if elected. Unless otherwise instructed, proxies will be voted for Mr. Bogle, Dr. Porter and Ms. Protopapas. In the event that any of Mr. Bogle, Dr. Porter or Ms. Protopapas is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by our board of directors to fill the vacancy.

Our board, upon the recommendation of our nominating and corporate governance committee, determined not to nominate Dr. Hack for reelection at the Annual Meeting. In addition, on April 11, 2025, Dr. Gilliland notified us of his decision to resign from the board of directors, effective as of the Annual Meeting. Shortly following the expiration of Dr. Hack’s term as a director and the effective time of Dr. Gilliland’s resignation at the Annual Meeting, we intend to reduce the size of our board from eleven directors to nine directors.

Information Regarding Directors

The following paragraphs provide biographical information as of April 21, 2025, including principal occupation and business experience during the last five years, for each director, including each nominee for Class I director.

Information about the number of shares of common stock beneficially owned by each of our directors, including each nominee for Class I director, appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.”

There are no family relationships between or among any of our executive officers or directors, including each nominee for Class I director.

Class I Directors, Term Expiring at the 2028 Annual Meeting of Stockholders, if elected

Grant Bogle, 67, has served as a member of our board of directors since December 2024. Most recently, he served as President and Chief Executive Officer of Epizyme, Inc., a biopharmaceutical company (Epizyme), from August 2021 until its acquisition in August 2022. He also served on the board of directors of Epizyme from September 2019 until its August 2022 acquisition. Earlier, Mr. Bogle served as Senior Vice President and Chief Commercial Officer

for Tesaro, a biopharmaceutical company, from July 2015 to June 2019. Prior to joining Tesaro, Mr. Bogle served as Senior Vice President, Pharmaceutical and Biotech Solutions at McKesson Specialty Health (formerly U.S. Oncology), a global healthcare company, from July 2007 to June 2015. Mr. Bogle holds a B.A. in economics from Dartmouth College, an M.B.A. from Columbia University and was a 2020 Fellow in the Advanced Leadership Initiative at Harvard University.

We believe that Mr. Bogle’s significant experience in the commercialization, sales, marketing and distribution of biopharmaceutical products and his experience as an executive provide him with the qualifications and skills to serve on our board of directors.

James R. Porter, Ph.D., 49, has served as our Chief Executive Officer and President and as a member of our board of directors since February 2020. Prior to that, Dr. Porter served as our Vice President, Product Development from April 2018 to January 2020 and worked as a consultant to the Company from January 2018 to April 2018. From July 2002 to December 2016, Dr. Porter held various roles at Infinity Pharmaceuticals, Inc., a biotechnology company (Infinity), including most recently as Vice President of Product Development. Over the course of over 14 years at Infinity, he contributed to the research and development programs of six different compounds entering clinical trials. As the duvelisib product development team leader, Dr. Porter led a cross-functional development team from development candidate nomination through New Drug Application (NDA) submission, resulting in the U.S. Food and Drug Administration approval of COPIKTRA® for patients with follicular lymphoma, small lymphocytic lymphoma and chronic lymphocytic leukemia. Following Infinity’s licensing of duvelisib to Verastem, Inc., a biopharmaceutical company (Verastem), Dr. Porter served as Consultant, Product Development at Verastem from January 2017 to December 2017, where he led the transition, product development team and NDA submission for the duvelisib program. Dr. Porter received his B.A. in chemistry at the College of the Holy Cross and his Ph.D. in organic chemistry from Boston College.

We believe that Dr. Porter is qualified to serve as a member of our board of directors due to his extensive leadership experience in the biopharmaceutical industry.

Anna Protopapas, M.B.A., 60, has served as Chairperson of our board of directors since March 2022. From March 2015 to September 2023, Ms. Protopapas served as President and Chief Executive Officer of Mersana Therapeutics Inc., a biopharmaceutical company (Mersana). Prior to Mersana, from October 2010 to October 2014, Ms. Protopapas served as a member of the Executive Committee of Takeda Pharmaceutical Company Limited (Takeda), a global pharmaceutical company, and held various senior management positions at Takeda, including serving as President of Millennium Pharmaceuticals, Inc. (Millenium), a wholly owned subsidiary of Takeda focused on oncology, where she was responsible for leading the oncology business, and Executive Vice President of Global Business Development, where she was responsible for global acquisitions, partnering, licensing and venture investing. From October 1997 to October 2010, Ms. Protopapas served in various positions at Millennium, including as the Senior Vice President of Strategy and Business Development and a member of the Executive Committee, where she led the company’s business development initiatives. Ms. Protopapas previously served on the board of directors of Dicerna Pharmaceuticals Inc., and she currently serves as a member of the board of directors of Mersana. She earned her B.S. in Science and Engineering from Princeton University, M.S. in Chemical Engineering Practice from the Massachusetts Institute of Technology and M.B.A. from Stanford Graduate School of Business.

We believe Ms. Protopapas is qualified to serve on our board of directors because of her extensive experience in building and growing biopharmaceutical companies and her previous board service for biopharmaceutical companies.

Class II Directors, Term Expiring at the 2026 Annual Meeting of Stockholders

Gary Gilliland, M.D., Ph.D., 70, has served as a member of our board of directors since January 2021. Over the course of 35 years, Dr. Gilliland has made major contributions to understanding the genetic basis of blood diseases, particularly leukemia, and translated seminal findings on the role of mutated kinases in leukemia into new, precision treatments that stop cancer while causing minimal adverse events. Dr. Gilliland served as the President and Director

of the Fred Hutchinson Cancer Research Center from January 2015 to February 2020. Prior to that, Dr. Gilliland served as Vice Dean and Professor of Medicine at the University of Pennsylvania Perelman School of Medicine and Vice President of the University of Pennsylvania healthcare system, where he spearheaded a new model for personalized medicine. From March 2009 to August 2013, Dr. Gilliland served as Senior Vice President of the Global Oncology Franchise at Merck & Co., Inc., a pharmaceutical company, where he led KEYTRUDA® (pembrolizumab), a breakthrough immunotherapy drug, to market. Prior to that, Dr. Gilliland was Director of the Leukemia Program at the Dana-Farber Cancer Institute and spent 20 years on the faculty of Harvard Medical School. Dr. Gilliland currently serves on the board of directors of Laboratory Corporation of America Holdings. He received his B.A. in bacteriology from the University of California, Davis, his Ph.D. in microbiology from the University of California, Los Angeles and his M.D. from the University of California, San Francisco.

We believe Dr. Gilliland is qualified to serve on our board of directors because of his extensive experience in the biopharmaceutical industry and scientific background.

Michael L. Meyers, M.D., Ph.D., 75

SEC Form DEF 14A filed by Nuvalent Inc.