Cognition Therapeutics director awarded 25K RSUs

Cognition Therapeutics director Ellen B. Richstone reported a grant of 25,000 restricted stock units (RSUs).

Rhea-AI Filing Summary

Cognition Therapeutics director Ellen B. Richstone reported a grant of 25,000 restricted stock units (RSUs). Each RSU represents the right to receive one share of common stock upon settlement. The RSUs vest in full on the earlier of June 17, 2027 or the company’s next annual stockholder meeting, contingent on her continued board service. Following this equity award, she holds 83,500 shares of common stock directly. This Form 4 reflects a compensation-related acquisition rather than any open-market trading.

Insider Trade Summary

Grant/Award: 25,000 shares

Grant/Award 1 txn

Insider RICHSTONE ELLEN B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 83,500 shares (Direct)

Footnotes (1)

1. F1. 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. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Key Figures

RSU grant size: 25,000 RSUs RSU grant price: $0.0000 per unit Shares after transaction: 83,500 shares +1 more

4 metrics

RSU grant size 25,000 RSUs Award of restricted stock units to director Ellen B. Richstone

RSU grant price $0.0000 per unit Reported transaction price per RSU

Shares after transaction 83,500 shares Common stock directly held following the RSU grant

RSU vesting date June 17, 2027 Vests on this date or earlier at next annual meeting

Key Terms

restricted stock unit ("RSU"), contingent right, vest, annual meeting of stockholders

4 terms

restricted stock unit ("RSU") financial

"Each share is represented by a restricted stock unit ("RSU")."

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement."

vest financial

"The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

annual meeting of stockholders financial

"on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Cognition Therapeutics (CGTX) report for Ellen B. Richstone?

Cognition Therapeutics reported that director Ellen B. Richstone received 25,000 RSUs. These restricted stock units are a stock-based compensation award, not an open-market purchase or sale, and will convert into common shares only when they vest and settle.

How many Cognition Therapeutics (CGTX) RSUs were granted to Ellen B. Richstone?

Ellen B. Richstone was granted 25,000 RSUs tied to Cognition Therapeutics common stock. Each RSU represents a right to one share upon settlement, giving her a future equity stake that depends on the award’s vesting conditions being satisfied.

What are the vesting terms of Ellen B. Richstone’s CGTX RSU grant?

The 25,000 RSUs vest in full on the earlier of June 17, 2027 or Cognition Therapeutics’ next annual stockholder meeting. Vesting is conditioned on her continuous service as a director through the applicable vesting date specified in the award’s terms.

Is Ellen B. Richstone’s CGTX Form 4 transaction an open-market trade?

No, the Form 4 reflects a grant of RSUs as compensation, not an open-market trade. The award has a reported price of zero per unit and represents a contingent right to receive shares when vesting and settlement conditions are met.

How many Cognition Therapeutics (CGTX) shares does Ellen B. Richstone hold after this RSU award?

After the reported RSU grant, Ellen B. Richstone holds 83,500 shares of Cognition Therapeutics common stock directly. The 25,000 RSUs are additional contingent rights that may convert into more shares when they vest and are settled in stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 05:12 PM EDT Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

RICHSTONE ELLEN B

(Last) (First) (Middle)

C/O COGNITION THERAPEUTICS INC

2500 WESTCHESTER AVE.

(Street)

PURCHASE NEW YORK 10577

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

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

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

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

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	06/17/2026		A		25,000(1)	A	$0.00	83,500	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. 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. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

	/s/ John Brendan Doyle, Attorney-in-Fact	06/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)