CGTX (CGTX) CFO reports tax-withholding share disposition on RSU vesting

Rhea-AI Filing Summary

COGNITION THERAPEUTICS INC Chief Financial Officer John Brendan Doyle reported a tax-related share disposition. On the vesting of restricted stock units, the issuer withheld 1,560 shares of common stock at $1.12 per share to cover tax obligations, leaving Doyle with 617,509 directly owned shares after the transaction.

Insights

Equity compensation and governance analyst

Routine tax withholding on vested equity; no open-market selling.

The filing shows the CFO had 1,560 common shares withheld at $1.12 per share to satisfy tax obligations on restricted stock unit vesting. The footnote specifies this is issuer withholding, not a discretionary market trade.

After this tax-withholding disposition, the CFO directly holds 617,509 common shares. This type of transaction is common in stock-based compensation programs and does not, by itself, signal a change in sentiment. Future company filings may provide broader context on overall equity awards and ownership.

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^*

Doyle John Brendan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F(1)		1,560	D	$1.12	617,509	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. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ John Brendan Doyle	02/18/2026
	** 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).
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FAQ

What did CGTX CFO John Brendan Doyle report in this Form 4?

He reported a tax-withholding disposition of shares. The issuer withheld 1,560 CGTX common shares at $1.12 per share upon restricted stock unit vesting to cover tax obligations, leaving him with 617,509 directly owned shares afterward.

Was the CGTX CFO’s Form 4 transaction an open-market stock sale?

No, it was not an open-market sale. The filing and footnote explain the 1,560 CGTX shares were withheld by the issuer to satisfy tax withholding obligations tied to vested restricted stock units, a routine equity compensation mechanism.

How many CGTX shares were withheld for taxes in the CFO’s transaction?

A total of 1,560 CGTX common shares were withheld. These shares were retained by the issuer at a price of $1.12 per share to cover the Chief Financial Officer’s tax liability from restricted stock unit vesting, rather than sold on the open market.

How many CGTX shares does the CFO hold after this Form 4 event?

Following the tax-withholding disposition, the CFO directly owns 617,509 CGTX common shares. This figure reflects his updated direct holdings after 1,560 shares were withheld by the issuer in connection with the vesting of restricted stock units.

What does transaction code F mean in the CGTX CFO’s Form 4?

Transaction code F indicates a tax-related share disposition. In this CGTX filing, it reflects shares withheld by the issuer to pay the exercise price or related tax liability for equity awards, rather than a discretionary purchase or sale in the open market.