Cullinan Therapeutics (NASDAQ: CGEM) CSO sells 416 shares for taxes

Rhea-AI Filing Summary

Cullinan Therapeutics Chief Scientific Officer Jennifer Michaelson reported an open-market sale of common stock. On February 12, 2026, she sold 416 shares of Cullinan Therapeutics, Inc. common stock at $12.03 per share.

According to the footnote, the sale was made to cover personal income tax obligations triggered by the vesting of restricted stock units. After this transaction, Michaelson directly beneficially owns 128,219 shares of Cullinan Therapeutics common stock.

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)
02/12/2026

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	02/12/2026		S(1)		416	D	$12.03	128,219	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	02/13/2026
	** 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 on February 12, 2026?

Cullinan Therapeutics reported that Chief Scientific Officer Jennifer Michaelson sold 416 shares of common stock on February 12, 2026 at $12.03 per share. The transaction was disclosed in a Form 4 insider filing and classified as an open-market or private sale.

Why did Cullinan Therapeutics (CGEM) CSO Jennifer Michaelson sell 416 shares?

Jennifer Michaelson sold 416 shares to cover personal income tax obligations arising from the vesting of restricted stock units. The Form 4 footnote explains that the sale’s purpose was tax-related, rather than a discretionary reduction of her overall equity position in Cullinan Therapeutics.

How many Cullinan Therapeutics (CGEM) shares does the CSO own after the reported sale?

After the reported transaction, Chief Scientific Officer Jennifer Michaelson beneficially owns 128,219 shares of Cullinan Therapeutics common stock. This figure reflects her direct ownership following the sale of 416 shares executed on February 12, 2026, as reported in the Form 4 filing.

What was the sale price in the Cullinan Therapeutics (CGEM) insider transaction?

The 416 shares sold by Chief Scientific Officer Jennifer Michaelson were transacted at a price of $12.03 per share. This price is shown in the Form 4 table for the February 12, 2026 open-market sale of Cullinan Therapeutics common stock, coded as a sale transaction.

Who is the reporting person in the Cullinan Therapeutics (CGEM) Form 4 filing?

The reporting person is Jennifer Michaelson, Chief Scientific Officer of Cullinan Therapeutics, Inc. She is identified as an officer, not a director or 10% owner, and the Form 4 records her direct ownership and the sale of 416 common shares to satisfy tax obligations.