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NUVALENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
March 31, December 31,
2026 2025
Assets
Current assets
Cash and cash equivalents $ 159,733 $ 261,745
Marketable securities 1,127,743 1,110,207
Prepaid expenses and other current assets 20,461 20,474
Total current assets 1,307,937 1,392,426
Other assets 23,211 20,279
Total assets $ 1,331,148 $ 1,412,705
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $ 22,136 $ 30,158
Accrued expenses and other current liabilities 58,915 61,013
Total current liabilities 81,051 91,171
Related party revenue share liability 75,730 73,160
Other liabilities — 35
Total liabilities 156,781 164,366
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding — —
Class A common stock, $0.0001 par value; 140,000,000 shares authorized; 73,447,464 shares and 72,804,111 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 7 7
Class B convertible common stock, $0.0001 par value; 10,000,000 shares authorized; 5,435,254 shares issued and outstanding at March 31, 2026 and December 31, 2025 1 1
Additional paid-in capital 2,257,422 2,218,407
Accumulated other comprehensive income (loss) (1,355 ) 2,353
Accumulated deficit (1,081,708 ) (972,429 )
Total stockholders’ equity 1,174,367 1,248,339
Total liabilities and stockholders’ equity $ 1,331,148 $ 1,412,705
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NUVALENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share amounts)
(Unaudited)
Three Months Ended March 31,
2026 2025
Operating expenses
Research and development $ 83,608 $ 74,418
General and administrative 35,799 20,394
Total operating expenses 119,407 94,812
Loss from operations (119,407 ) (94,812 )
Other income (expense)
Change in fair value of related party revenue share liability (2,570 ) (1,430 )
Interest income and other income (expense), net 12,866 11,817
Total other income (expense), net 10,296 10,387
Loss before income taxes (109,111 ) (84,425 )
Income tax provision 168 157
Net loss $ (109,279 ) $ (84,582 )
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.39 ) $ (1.18 )
Weighted average shares of Class A and Class B common stock outstanding, basic and diluted 78,670,371 71,607,546
Comprehensive loss
Net loss $ (109,279 ) $ (84,582 )
Other comprehensive income (loss)
Unrealized gains (losses) on marketable securities (3,708 ) 913
Comprehensive loss $ (112,987 ) $ (83,669 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NUVALENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
(Unaudited)
Class A Class B Additional Accumulated Other Total
Common Stock Common Stock Paid-in Comprehensive Accumulated Stockholders’
Shares Amount Shares Amount Capital Income (Loss) Deficit Equity
Balances at December 31, 2025 72,804,111 $ 7 5,435,254 $ 1 $ 2,218,407 $ 2,353 $ (972,429 ) $ 1,248,339
Issuance of common stock upon exercise of stock options and restricted stock unit vesting 643,353 — — — 10,135 — — 10,135
Unrealized losses on marketable securities — — — — — (3,708 ) — (3,708 )
Stock-based compensation expense — — — — 28,880 — — 28,880
Net loss — — — — — — (109,279 ) (109,279 )
Balances at March 31, 2026 73,447,464 $ 7 5,435,254 $ 1 $ 2,257,422 $ (1,355 ) $ (1,081,708 ) $ 1,174,367
Class A Class B Additional Accumulated Other Total
Common Stock Common Stock Paid-in Comprehensive Accumulated Stockholders’
Shares Amount Shares Amount Capital Income (Loss) Deficit Equity
Balances at December 31, 2024 65,909,564 $ 7 5,435,254 $ 1 $ 1,616,895 $ (59 ) $ (547,052 ) $ 1,069,792
Issuance of common stock upon exercise of stock options and restricted stock unit vesting 415,489 — — — 4,554 — — 4,554
Unrealized gains on marketable securities — — — — — 913 — 913
Stock-based compensation expense — — — — 20,380 — — 20,380
Net loss — — — — — — (84,582 ) (84,582 )
Balances at March 31, 2025 66,325,053 $ 7 5,435,254 $ 1 $ 1,641,829 $ 854 $ (631,634 ) $ 1,011,057
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NUVALENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
2026 2025
Cash flows from operating activities
Net loss $ (109,279 ) $ (84,582 )
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense 28,880 20,380
Net accretion on marketable securities (1,830 ) (4,283 )
Change in fair value of related party revenue share liability 2,570 1,430
Other non-cash 120 32
Changes in operating assets and liabilities
Prepaid expenses and other current assets (3 ) 818
Other assets (3,036 ) (9,183 )
Accounts payable (7,688 ) 20,940
Accrued expenses and other liabilities (2,133 ) (373 )
Net cash used in operating activities (92,399 ) (54,821 )
Cash flows from investing activities
Purchases of marketable securities (200,963 ) (277,177 )
Proceeds from maturities of marketable securities 181,549 302,594
Net cash provided by (used in) investing activities (19,414 ) 25,417
Cash flows from financing activities
Proceeds from issuance of common stock 10,135 4,554
Payments of equity issuance costs (334 ) (6 )
Net cash provided by financing activities 9,801 4,548
Net decrease in cash and cash equivalents (102,012 ) (24,856 )
Cash and cash equivalents at beginning of period 261,745 145,691
Cash and cash equivalents at end of period $ 159,733 $ 120,835
Supplemental disclosure of noncash investing and financing information:
Operating lease right-of-use asset $ — $ 798
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NUVALENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Business
Nuvalent, Inc. (the “Company”) is a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer. The Company was founded in January 2017 as a Delaware corporation. The Company is headquartered in Cambridge, Massachusetts.
The Company is subject to risks similar to those of other pre-commercial stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of which are larger and better capitalized, the need for adequate financing to fund the development of its product candidates, the need to obtain and maintain adequate protection for the Company’s intellectual property, and the impact of geopolitical events on the Company’s business. There can be no assurance that the Company’s research and development will be successful, that adequate protection for the Company’s intellectual property will be obtained and maintained, that any product candidates will receive required regulatory approval, or that approved products, if any, will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products.
The Company has incurred recurring losses since inception, including net losses of $109.3 million for the three months ended March 31, 2026 and $425.4 million for the year ended December 31, 2025. As of March 31, 2026, the Company had an accumulated deficit of $1.1 billion. The Company expects to continue to generate net losses for the foreseeable future. The Company believes that its existing cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the date of issuance of these condensed consolidated financial statements.
2. Basis of Presentation and Summary of Significant Accounting Policies
The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and under the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), on file with the SEC.
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nuvalent Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the Company’s financial position, results of operations, and cash flows. The results for the period are not necessarily indicative of the results that may occur for future interim periods or the full fiscal year.
The accounting policies the Company used in preparing these condensed consolidated financial statements are substantially consistent with those applied in the Company’s Annual Report.
Recently issued accounting pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities, at annual and interim reporting periods, to disclose in a tabular format additional information about specific expense categories in the notes to the consolidated financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance may be applied prospectively or retrospectively. The Company does not expect the impact of the adoption of this standard to be material to its consolidated financial statements or disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software. The standard removes references to project stages and clarifies the criteria for capitalizing software costs. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The guidance may be applied prospectively, by a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or retrospectively. The Company does not expect the impact of the adoption of this standard to be material to its consolidated financial statements or disclosures.
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3. Marketable Securities
The following tables provide the amortized cost and fair value of the Company’s available-for-sale securities by security type (in thousands):
March 31, 2026
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Commercial paper $ 124,045 $ 2 $ (82 ) $ 123,965
Corporate bonds 791,990 644 (1,707 ) 790,927
Government and agency securities 193,418 100 (316 ) 193,202
U.S. treasury bills 19,645 4 — 19,649
$ 1,129,098 $ 750 $ (2,105 ) $ 1,127,743
December 31, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Commercial paper $ 107,889 $ 17 $ (22 ) $ 107,884
Corporate bonds 772,457 2,233 (184 ) 774,506
Government and agency securities 207,684 340 (34 ) 207,990
U.S. treasury bills 19,824 3 — 19,827
$ 1,107,854 $ 2,593 $ (240 ) $ 1,110,207
The following table summarizes the amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity (in thousands):
March 31, 2026
Amortized Cost Fair Value
Due within one year $ 580,387 $ 580,435
Due after one year through three years 548,711 547,308
$ 1,129,098 $ 1,127,743
The Company’s available-for-sale securities are classified as current assets as they are readily available to be converted to cash and for use in the Company’s current operations. There were no credit losses recorded during the three months ended March 31, 2026 and 2025. Interest income for the three months ended March 31, 2026 and 2025 was $12.9 million and $11.8 million, respectively.
4. Fair Value Measurements
The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands):
Fair Value Measurements at March 31, 2026
Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents $ 147,708 $ — $ — $ 147,708
Marketable securities:
Commercial paper — 123,965 — 123,965
Corporate bonds — 790,927 — 790,927
Government and agency securities — 193,202 — 193,202
U.S. treasury bills — 19,649 — 19,649
$ 147,708 $ 1,127,743 $ — $ 1,275,451
Liabilities:
Related party revenue share liability $ — $ — $ 75,730 $ 75,730
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Fair Value Measurements at December 31, 2025
Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents $ 251,567 $ — $ — $ 251,567
Marketable securities:
Commercial paper — 107,884 — 107,884
Corporate bonds — 774,506 — 774,506
Government and agency securities — 207,990 — 207,990
U.S. treasury bills — 19,827 — 19,827
$ 251,567 $ 1,110,207 $ — $ 1,361,774
Liabilities:
Related party revenue share liability $ — $ — $ 73,160 $ 73,160
Cash equivalents were valued by the Company based on quoted market prices for identical securities, which represent a Level 1 measurement within the fair value hierarchy. Commercial paper, corporate bonds, government and agency securities, and U.S. treasury bills were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. During the three months ended March 31, 2026 and 2025, there were no transfers in or out of Level 3. The carrying values of the Company’s accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these liabilities.
The following table sets forth the changes in estimated fair value of the Company’s related party revenue share liability for the three months ended March 31, 2026, which represents a Level 3 measurement within the fair value hierarchy (in thousands):
Estimated fair value as of December 31, 2025 $ 73,160
Change in fair value 2,570
Estimated fair value as of March 31, 2026 $ 75,730
The fair value of the related party revenue share liability was estimated using a discounted cash flow model to calculate the estimated payments that could become due following commercialization. Assumptions in the model include but are not limited to the following: probability and timing of product approval, future product revenues and discount rate. Changes in fair value each reporting period are recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. See Note 8 for additional information regarding the revenue sharing agreement with Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P. (collectively, “Deerfield”), each an investor in the Company.
5. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
March 31, 2026 December 31, 2025
Accrued clinical and other research and development $ 39,202 $ 30,235
Accrued manufacturing 7,896 10,976
Accrued employee compensation and benefits 8,213 16,935
Accrued other and other current liabilities 3,604 2,867
$ 58,915 $ 61,013
6. Stock-Based Compensation
The Company recorded stock-based compensation expense within its condensed consolidated statements of operations and comprehensive loss as follows (in thousands):
Three Months Ended March 31,
2026 2025
Research and development expenses $ 16,103 $ 11,431
General and administrative expenses 12,777 8,949
$ 28,880 $ 20,380
The Company has granted stock options and restricted stock units (“RSUs”), both of which are subject to service-based vesting conditions, and RSUs with performance-based vesting conditions (“PSUs”). As of March 31, 2026, total unrecognized stock-based compensation expense, excluding unrecognized stock-based compensation expense related to PSUs, was $226.2 million, which is expected to be recognized over a weighted-average period of 2.4 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
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vesting condition is deemed probable to occur. As of March 31, 2026, total unrecognized stock-based compensation expense related to PSUs was $33.6 million.
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, RSUs (including PSUs), unrestricted stock awards, cash-based awards and dividend equivalent rights. Stock awards granted under the 2021 Plan with service-based vesting conditions generally vest over three- or four-year service periods, and stock options expire after ten years. As of March 31, 2026, 11,015,324 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 March 31, 2026, 2,795,174 shares of Class A common stock remained available for issuance and sale under the ESPP.
Stock options
The following table summarizes the Company’s stock option activity since December 31, 2025:
Weighted
Average
Weighted Remaining Aggregate
Average Contractual Intrinsic
Number Exercise Term Value
of Shares Price (in years) (in thousands)
Outstanding as of December 31, 2025 7,717,641 $ 38.90 6.90 $ 476,355
Granted 512,198 $ 106.37
Exercised (334,220 ) $ 30.32
Cancelled or forfeited (45,693 ) $ 80.81
Outstanding as of March 31, 2026 7,849,926 $ 43.42 6.93 $ 465,509
Exercisable as of March 31, 2026 4,791,630 $ 24.21 5.95 $ 374,995
The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2026 and 2025 was $23.7 million and $11.8 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 three months ended March 31, 2026 and 2025 was $72.91 per share and $52.41 per share, respectively.
RSUs
The following table summarizes the Company’s RSU activity since December 31, 2025:
Number of Shares Weighted Average Grant-Date Fair Value
Outstanding as of December 31, 2025 1,091,116 $ 76.77
Granted 692,762 $ 106.73
Vested (309,133 ) $ 75.45
Forfeited (17,907 ) $ 94.81
Outstanding as of March 31, 2026 1,456,838 $ 91.08
The RSU activity above includes 368,757 of outstanding PSUs. The total fair value of RSUs vested during the three months ended March 31, 2026 and 2025 was $23.3 million and $14.6 million, respectively.
7. Net Loss Per Share
The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are substantially identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote. Class B common stock is nonvoting, and each share of Class B common
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stock is convertible into one share of Class A common stock at the option of the holder at any time, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net loss per share. As a result, basic and diluted net loss per share of Class A common stock and per share of Class B common stock are equivalent.
The Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:
As of March 31,
2026 2025
Options to purchase common stock 7,849,926 8,524,763
RSUs 1,456,838 999,083
ESPP 18,359 —
9,325,123 9,523,846
8. Commitments and Contingencies
Revenue sharing agreements
The Company has a revenue sharing agreement with Deerfield pursuant to which the Company is obligated to pay Deerfield a fixed low single-digit percentage rate of net sales of certain commercial products (the “Deerfield Revenue Sharing Agreement”). The Company is also party to a revenue sharing agreement with its scientific founder pursuant to which the Company was obligated to pay the scientific founder 1.5% of net sales of certain commercial products (the “Scientific Founder Revenue Sharing Agreement” and together with the Deerfield Revenue Sharing Agreement, the “Revenue Sharing Agreements”). In December 2025, the scientific founder assigned the Scientific Founder Revenue Sharing Agreement to Royalty Pharma plc (“Royalty Pharma”) and, as a result, any payments the Company is obligated to make under the Scientific Founder Revenue Sharing Agreement will be made to Royalty Pharma.
Under the Revenue Sharing Agreements, the payment obligation in respect of such products expires on the later of 12 years from the first commercial sale in a country or the expiration of the last-to-expire patent in that country. The Company accounts for the liability with Deerfield at fair value with changes recognized in the consolidated statements of operations and comprehensive loss (see Note 4). The Company accounts for the obligation to Royalty Pharma as a contingent liability and has not accrued any liability as of March 31, 2026 or December 31, 2025. The Company has not recorded any net sales and, as a result, has not paid any amounts under the Revenue Sharing Agreements.
Indemnification agreements
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.
9. Segment Information
The Company is a clinical-stage biopharmaceutical company and has not generated any revenue since commencing significant operations in 2018. The Company’s operations are organized and reported as one reportable segment, which includes all activities related to the discovery, development, and commercialization of precisely targeted therapies for patients with cancer. This presentation is consistent with how the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, assesses the performance of the Company and makes operating decisions on a consolidated basis. The accounting policies of the consolidated segment are the same as those described in Note 2 of the Company’s Annual Report. The CODM assesses performance and decides how to allocate resources based on consolidated net loss as reported on the consolidated statements of operations and comprehensive loss. The CODM uses consolidated net loss to monitor budget versus actual results, assess cash runway, and benchmark against the Company’s competitors. The measure of segment assets is reported on the consolidated balance sheets as total assets. The Company’s assets are held in the United States.
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The following table sets forth the Company’s segment information (in thousands):
Three Months Ended March 31,
2026 2025
Direct external expenses by program:
Zidesamtinib $ 12,309 $ 15,551
Neladalkib 26,316 28,007
NVL-330 6,826 3,961
Discovery programs 2,803 2,133
Personnel-related expenses 23,590 14,928
Stock-based compensation expense 28,880 20,380
General and administrative professional and consultant fees 4,343 2,866
Change in fair value of related party revenue share liability 2,570 1,430
Interest income (12,862 ) (11,835 )
Other segment items(1) 14,336 7,004
Income tax provision 168 157
Consolidated net loss $ (109,279 ) $ (84,582 )
(1) Other segment items included in consolidated net loss include expenses for commercialization preparation activities, research and development consulting services, information technology, employee recruitment, and other miscellaneous activities.
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