Cullinan Therapeutics (CGEM) awards CSO stock options and RSU shares

Rhea-AI Filing Summary

Cullinan Therapeutics, Inc. reported that its Chief Scientific Officer, Jennifer Michaelson, received new equity awards. She was granted stock options for 115,000 shares at an exercise price of $0.0000 per share and 57,500 shares of common stock as an equity award.

According to the disclosure, the 57,500 common shares are in the form of restricted stock units that vest annually over four years. The 115,000 stock options vest over four years as well, with one forty-eighth of the options vesting in equal monthly installments until the fourth anniversary of the grant date.

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^*

Michaelson Jennifer

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		A		57,500(1)	A	$0	185,719	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
Stock Option (Right to Buy)	$12.44	02/18/2026		A		115,000		(2)	02/18/2036	Common Stock	115,000	$0	115,000	D

Explanation of Responses:

1. The shares underlying the restricted stock unit vest on an annual basis over four years.

2. The shares underlying the option vest over four years, with one forty-eighth (1/48th) of the shares vesting in equal monthly installments until the fourth anniversary of the grant date.

	/s/ Jacquelyn Sumer, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Cullinan Therapeutics (CGEM) report for Jennifer Michaelson?

Cullinan Therapeutics reported that Chief Scientific Officer Jennifer Michaelson received equity awards consisting of stock options for 115,000 shares and 57,500 shares of common stock. These awards represent non-cash compensation granted on February 18, 2026, with multi-year vesting schedules tied to continued service.

How many stock options did the CGEM Chief Scientific Officer receive in this Form 4?

The Chief Scientific Officer received stock options for 115,000 shares of Cullinan Therapeutics common stock. The options vest over four years, with one forty-eighth of the grant vesting in equal monthly installments until the fourth anniversary of the February 18, 2026 grant date.

What are the details of the common stock grant reported for Cullinan Therapeutics (CGEM)?

Jennifer Michaelson was granted 57,500 shares of Cullinan Therapeutics common stock as an equity award. These shares are underlying restricted stock units that vest on an annual basis over four years, aligning the Chief Scientific Officer’s incentives with longer-term company performance and retention.

Were the CGEM insider awards in this Form 4 open-market purchases or compensation grants?

The transactions were compensation grants, not open-market purchases. Both the 115,000 stock options and the 57,500 common shares were reported with a per-share price of $0.0000, consistent with equity awards granted as part of an executive compensation package rather than market-based buying or selling.

What vesting schedule applies to the Cullinan Therapeutics (CGEM) restricted stock units?

The restricted stock units underlying the 57,500 common shares vest on an annual basis over four years. This structure rewards continued employment and helps align the Chief Scientific Officer’s interests with the company’s long-term performance over the entire vesting period.

How do the CGEM stock options granted to the Chief Scientific Officer vest over time?

The 115,000 Cullinan Therapeutics stock options vest over four years, with one forty-eighth of the total vesting in equal monthly installments. This monthly vesting continues until the fourth anniversary of the February 18, 2026 grant date, subject to ongoing service.