Nuvalent, Inc. Stock Compensation Disclosure

7. Stock-Based Compensation

Under the 2021 Plan (as defined below), the Company has granted stock options, RSUs and PSUs. As of December 31, 2025, total unrecognized compensation cost, excluding unrecognized compensation cost related to PSUs, was $170.4 million, which is expected to be recognized over a weighted-average period of 2.3 years. Stock-based compensation expense for PSUs is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the PSUs when the performance-based vesting condition is deemed probable to occur. The performance-based vesting conditions under the PSUs have not been deemed probable to occur, and accordingly, no stock-based compensation expense has been recognized. As of December 31, 2025, total unrecognized compensation cost related to PSUs was $11.1 million, which will be recognized when the performance-based vesting conditions are deemed probable to occur.

2021 equity incentive plan

In July 2021, the Company adopted the 2021 Stock Option and Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, RSUs (including PSUs), unrestricted stock awards, cash-based awards and dividend equivalent rights. The number of shares of Class A common stock reserved for issuance under the 2021 Plan is subject to increase on each January 1 thereafter by 5.0% of the number of shares of the Company’s Class A and Class B common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. The shares of Class A common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expired or are otherwise

terminated (other than by exercise) under the 2021 Plan will be added back to the shares of Class A common stock available under the 2021 Plan. As of December 31, 2025, 8,244,716 shares of Class A common stock remained available for future issuance under the 2021 Plan.

2021 employee stock purchase plan

In July 2021, the Company adopted the 2021 Employee Stock Purchase Plan (as amended and restated, the “ESPP”). The ESPP permits eligible employees to purchase shares of Class A common stock at a discount in accordance with the terms of the offering and consists of consecutive, overlapping 12-month offering periods, each consisting of two six-month purchase periods. As of December 31, 2025, 2,322,110 shares remained available for issuance and sale under the ESPP.

Stock options

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $107.6 million, $102.3 million and $52.3 million, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock on the date of exercise.

The weighted average grant-date fair value of stock options granted during the years ended December 31, 2025, 2024 and 2023 was $51.94 per share, $53.07 per share and $23.01 per share, respectively.

RSUs

The RSU activity above includes 141,935 of outstanding PSUs. The total fair value of RSUs vested during the year ended December 31, 2025 was $19.0 million. No RSUs vested during the years ended December 31, 2024 and 2023.