[Form 4] COGNITION THERAPEUTICS INC Insider Trading Activity

Rhea-AI Filing Summary

Cognition Therapeutics CEO and President Lisa Ricciardi reported equity compensation and related tax withholding transactions in company stock. On February 3, 2026, she acquired 800,000 RSU-based shares of common stock at $0.00 per share, reflecting a stock award.

On the same day, the company withheld 26,036 shares at $1.12 to cover taxes tied to RSU vesting, and on February 4, 2026 withheld another 51,704 shares at $1.03 for the same purpose. After these transactions, she directly beneficially owned 1,712,526 shares, with an additional 38,851 shares held indirectly by her spouse.

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

OMB APPROVAL

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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^*

Ricciardi Lisa

(Last) (First) (Middle)

C/O COGNITION THERAPEUTICS INC

2500 WESTCHESTER AVE.

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNITION THERAPEUTICS INC [ CGTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A(1)		800,000	A	$0.00	1,790,266	D
Common Stock	02/03/2026		F(2)		26,036	D	$1.12	1,764,230	D
Common Stock	02/04/2026		F(2)		51,704	D	$1.03	1,712,526	D
Common Stock								38,851	I	By Spouse

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. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

2. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

	/s/ Lisa Ricciardi	02/05/2026
	** 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 insider transactions did CGTX CEO Lisa Ricciardi report on this Form 4?

Lisa Ricciardi reported receiving 800,000 RSU-based shares of Cognition Therapeutics common stock and share withholdings for taxes. The company withheld 26,036 shares at $1.12 and 51,704 shares at $1.03 in connection with restricted stock unit vesting.

How many Cognition Therapeutics (CGTX) shares did the CEO acquire in this filing?

The CEO acquired 800,000 shares of Cognition Therapeutics common stock, represented by restricted stock units. Each RSU gives a contingent right to receive one share of common stock upon settlement, indicating a substantial equity award to the reporting person.

Why were CGTX shares withheld in Lisa Ricciardi’s Form 4 filing?

Shares were withheld to satisfy tax withholding obligations arising from restricted stock unit vesting. Cognition Therapeutics withheld 26,036 shares at $1.12 and 51,704 shares at $1.03, rather than requiring separate cash payments for the associated tax liabilities.

What is Lisa Ricciardi’s total Cognition Therapeutics share ownership after these transactions?

After the reported transactions, Lisa Ricciardi beneficially owned 1,712,526 shares of Cognition Therapeutics common stock directly. An additional 38,851 shares were reported as indirectly owned, held by her spouse, reflecting combined direct and indirect economic exposure.

How are restricted stock units (RSUs) described in the CGTX Form 4 footnotes?

The footnotes explain that each share is represented by a restricted stock unit. Each RSU represents a contingent right to receive one share of Cognition Therapeutics common stock upon settlement, clarifying the equity award’s structure and how it converts into actual shares.

What transaction codes appear in the Cognition Therapeutics (CGTX) Form 4 and what do they indicate?

The filing shows code "A" for an acquisition of 800,000 shares through RSUs and code "F" for two transactions where 26,036 and 51,704 shares were withheld. Code F indicates shares withheld by the issuer to cover tax obligations on vested awards.