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

Rhea-AI Filing Summary

Cullinan Therapeutics Chief Financial Officer Mary Kay Fenton reported a tax-related share sale. On this Form 4, she sold 4,398 shares of common stock at $13.62 per share in an open-market transaction. According to the footnote, the sale was made to cover personal income tax obligations upon vesting of restricted stock units. After this transaction, she directly owned 126,380 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^*

Fenton Mary Kay

(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 Financial Officer

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)		4,398	D	$13.62	126,380	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Cullinan Therapeutics (CGEM) CFO Mary Kay Fenton report on this Form 4?

Cullinan Therapeutics CFO Mary Kay Fenton reported selling 4,398 shares of common stock. The shares were sold in an open-market transaction at $13.62 per share, primarily to cover personal income tax obligations from vested restricted stock units.

How many Cullinan Therapeutics (CGEM) shares did the CFO sell and at what price?

Mary Kay Fenton sold 4,398 shares of Cullinan Therapeutics common stock at $13.62 per share. This transaction reflects an open-market sale and is linked to tax obligations triggered by the vesting of restricted stock units.

Why did the Cullinan Therapeutics (CGEM) CFO sell shares in this filing?

The sale was executed to cover personal income tax obligations upon vesting of restricted stock units. This type of tax-related sale is common when equity awards vest and generate taxable income for the executive receiving them.

How many Cullinan Therapeutics (CGEM) shares does the CFO hold after the sale?

After the reported transaction, Mary Kay Fenton directly owns 126,380 shares of Cullinan Therapeutics common stock. This remaining balance reflects her continuing equity stake following the 4,398-share sale tied to tax obligations.

Was the Cullinan Therapeutics (CGEM) CFO’s share transaction a buy or a sell?

The transaction was a sale of common stock by the Cullinan Therapeutics CFO. Form 4 data show an open-market sale of 4,398 shares, identified with transaction code “S” and described as covering personal income tax obligations from RSU vesting.