Nuvalent Inc-A美股招股说明书(2025-11-19版)

4,950,496 Shares ClassA common stock We are offering 4,950,496 shares of our ClassA common stock in this offering. Our ClassA common stock is listed on the Nasdaq Global Select Market under the symbol “NUVL.” The last reported sales price of our ClassAcommon stock on the Nasdaq Global Select Market on November18, 2025 was $104.24 per share. Public offering priceUnderwriting discounts and commissions (1)Proceeds to Nuvalent, Inc., before expenses (1)See “Underwriting” beginning on pageS-32for additional information regarding underwriter compensation. The selling stockholders identified in this prospectus supplement (the selling stockholders) have granted the underwriters an option for a period of 30days to purchase from the selling stockholders up to an additional 742,574 shares of our ClassA common stock at the public offering price, less theunderwriting discounts and commissions. We will not receive any proceeds from the sale of our ClassA common stock by the selling stockholders. See“Selling stockholders” beginning on pageS-26for additional information regarding the selling stockholders. Investing in our ClassA common stock involves risks. See “Risk factors” beginning on pageS-16of this prospectus supplement and in thedocuments incorporated by reference into this prospectus supplement for a discussion of the factors you should carefully consider beforedeciding to purchase our ClassA common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the shares of ClassA common stock to purchasers on or about November 20, 2025. Joint Book-Running Managers J.P.Morgan Table of Contents Table of contentsProspectus supplement About this prospectus supplementProspectus supplement summaryRisk factorsCautionary note regarding forward-looking statements and industry dataUse of proceedsDilutionSelling stockholdersMaterial U.S. federal income tax considerations fornon-U.S.holders of ClassA common stockUnderwritingLegal mattersExpertsWhere you can find more informationIncorporation of certain information by reference Prospectus About this prospectusWhere you can find more informationIncorporation by referenceCautionary note regarding forward-looking statementsAbout Nuvalent, Inc.Risk factorsUse of proceedsDescription of debt securitiesDescription of capital stockDescription of warrantsDescription of unitsForms of securitiesPlan of distributionLegal mattersExperts Table of Contents About this prospectus supplement This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this ClassA common stock offering andalso adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. Thesecond part, the accompanying prospectus, provides more general information. To the extent there is a conflict between the information contained in thisprospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference herein or therein filedprior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in oneof these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference intothis prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose ofallocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, suchrepresentations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenantsshould not be relied on as accurately representing the current state of our affairs. None of the company, the selling stockholders or the underwriters have authorized anyone to provide any information other than that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of usor to which we have referred you. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. This prospectus supplement and the accompanying prospectus do not co