[Form 4] Cognition Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cognition Therapeutics, Inc. (CGTX) – Form 4 insider transaction

Director Ellen B. Richstone reported the grant of 34,000 restricted stock units (RSUs) on 18 June 2025. The award carries an exercise price of $0.00 because RSUs convert directly into common shares upon vesting. The RSUs will vest in full on the earlier of (i) 18 June 2026 or (ii) the company’s next annual shareholder meeting, provided the director continues to serve on the board.

Following this grant, Richstone’s beneficial ownership rises to 58,500 common shares, held directly. No derivative securities were reported and no shares were sold. The filing does not reference any Rule 10b5-1 trading plan.

Because the transaction is a routine, non-cash equity grant to a board member and involves no open-market purchase or sale, it is unlikely to materially affect CGTX’s share count or near-term trading dynamics. However, the additional equity aligns the director’s incentives with shareholder value creation.

Positive

• Director acquired 34,000 RSUs, increasing direct ownership to 58,500 shares and reinforcing alignment with shareholders

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU grant; modestly positive alignment, minimal market impact.

The Form 4 shows a standard annual equity award of 34,000 RSUs to Director Ellen Richstone. Because the award is contingent on service continuation and carries a $0.00 cost, it signals no fresh capital outlay but does increment insider ownership to 58,500 shares. There are no dispositions, option exercises, or 10b5-1 references, limiting any liquidity signal. The share amount is small relative to typical public float, so pricing impact should be negligible. From a governance perspective, granting equity maintains incentive alignment, generally viewed as a slight positive for shareholders, but not sufficiently material to shift the investment thesis.

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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		A		34,000(1)	A	$0.00	58,500	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 18, 2026 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	06/23/2025
	** 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 transaction did CGTX report on the latest Form 4?

Director Ellen B. Richstone received 34,000 restricted stock units on 18 Jun 2025.

When will the 34,000 RSUs granted to CGTX’s director vest?

The RSUs vest on the earlier of 18 Jun 2026 or the date of the next annual shareholder meeting.

Did the CGTX director sell any shares in this filing?

No. The Form 4 shows no dispositions; only an RSU grant was reported.

How many CGTX shares does Director Richstone now own?

After the grant, her beneficial ownership totals 58,500 common shares.

Was a Rule 10b5-1 trading plan disclosed in the Form 4?

The filing does not indicate that the transaction was made under a Rule 10b5-1 plan.