Cullinan Therapeutics (CGEM) CEO sells shares to cover RSU tax bill

Rhea-AI Filing Summary

Cullinan Therapeutics, Inc. President and CEO Nadim Ahmed reported an open-market sale of common stock. On February 20, 2026, he sold 16,381 shares at an average price of $13.62 per share, according to the Form 4 filing.

A footnote explains the sale was made to cover personal income tax obligations arising from the vesting of restricted stock units. After this transaction, Ahmed still holds 404,318 shares of Cullinan Therapeutics common stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AHMED NADIM

(Last) (First) (Middle)

C/O CULLINAN THERAPEUTICS, INC.

ONE MAIN STREET, SUITE 1350

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cullinan Therapeutics, Inc. [ CGEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		S(1)		16,381	D	$13.62	404,318	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Sale of shares to cover personal income tax obligations upon vesting of restricted stock units.

	/s/ Jacquelyn Sumer, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Cullinan Therapeutics (CGEM) report for Nadim Ahmed?

Cullinan Therapeutics reported that President and CEO Nadim Ahmed sold 16,381 shares of common stock. The transaction was an open-market sale at an average price of $13.62 per share on February 20, 2026, as disclosed in a Form 4 filing.

Why did CGEM CEO Nadim Ahmed sell shares in this Form 4 filing?

The Form 4 footnote states the shares were sold to cover personal income tax obligations. These tax obligations arose upon the vesting of restricted stock units, meaning the sale appears related to tax withholding rather than a discretionary decision to reduce his overall stake.

How many Cullinan Therapeutics (CGEM) shares did Nadim Ahmed sell and at what price?

Nadim Ahmed sold 16,381 shares of Cullinan Therapeutics common stock. The reported average sale price was $13.62 per share in an open-market transaction on February 20, 2026, resulting in gross sale proceeds based on that disclosed per-share price.

How many CGEM shares does Nadim Ahmed own after the reported sale?

After the reported transaction, Nadim Ahmed directly owns 404,318 shares of Cullinan Therapeutics common stock. This post-transaction holding figure is disclosed in the Form 4 and reflects his remaining direct ownership following the sale of 16,381 shares.

Is the Nadim Ahmed CGEM stock sale characterized as a buy or sell transaction?

The transaction is characterized as a sell. The Form 4 lists transaction code “S,” describes it as an open-market sale, and the normalized data classifies the direction as “sell,” with 16,381 shares sold and no reported share purchases in this filing.

Does the CGEM Form 4 indicate this was a routine tax-related sale by Nadim Ahmed?

Yes. The footnote explains the sale of shares was to cover personal income tax obligations upon the vesting of restricted stock units. That language indicates the transaction was connected to equity compensation and related taxes, rather than a standalone discretionary stock sale.