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

Rhea-AI Filing Summary

Cognition Therapeutics, Inc. (CGTX) filed a Form 4 disclosing that director Peggy Wallace received an equity award of 34,000 restricted stock units (RSUs) on 18 June 2025. Each RSU represents the right to receive one share of common stock upon settlement. The award vests in full on the earlier of (i) 18 June 2026 or (ii) the company’s next annual shareholder meeting, provided Ms. Wallace remains a director on the vesting date. No cash consideration was paid (grant price $0.00).

Following this grant, Ms. Wallace’s direct beneficial ownership increases to 86,461 common shares. The filing contains no transactions involving derivative securities, sales, or open-market purchases—only the RSU award. Because the grant represents additional share issuance and not a disposition, it signals continued alignment of the director’s incentives with shareholder value creation. The absolute share count is modest relative to most public-company capital structures and therefore implies only immaterial dilution.

Key takeaways for investors: (1) insider activity is an award rather than a sale, thus not a bearish signal; (2) vesting is service-based, encouraging director retention through at least the next annual meeting; (3) the ownership update provides the latest insight into board-level insider holdings. No earnings metrics, strategic announcements, or major corporate events were included in this filing.

Positive

• Director incentive alignment: 34,000 RSUs granted to Peggy Wallace strengthen long-term alignment with shareholders.
• Increased insider stake: Beneficial ownership rises to 86,461 shares, signalling continued commitment to the company.

Negative

• Minor dilution risk: Issuance of 34,000 new shares incrementally increases share count, though effect is likely immaterial.

Insights

Securities Analyst

TL;DR: Routine RSU grant; aligns director incentives, minimal dilution, overall neutral impact.

The Form 4 records a standard equity compensation grant—34,000 RSUs—to director Peggy Wallace. Because the shares vest over one year or sooner at the next AGM, the award encourages board continuity. The grant price of $0 means no cash outflow and no insider purchase signal. Post-grant ownership is 86,461 shares, but the filing offers no context on CGTX’s total shares outstanding, so the dilution effect appears negligible. There are no sales to raise liquidity, nor any derivative exercises that might hint at valuation expectations. From a capital-markets perspective, the event is administratively routine and unlikely to influence valuation or market sentiment.

Classification: neutral
Impact: not impactful

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^*

Wallace Peggy

(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	86,461	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.
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FAQ

How many Cognition Therapeutics (CGTX) shares did director Peggy Wallace receive?

She received 34,000 restricted stock units, each convertible to one share of common stock.

When do the 34,000 RSUs granted to Peggy Wallace vest?

The RSUs vest in full on the earlier of 18 June 2026 or the date of CGTX’s next annual shareholders meeting, subject to continued service.

What is Peggy Wallace’s total direct ownership in CGTX after this grant?

Following the transaction, her direct beneficial ownership is 86,461 shares.

Did the Form 4 report any insider sales or purchases of CGTX shares?

No. The filing only records an equity grant; there were no sales or open-market purchases reported.

Does the RSU grant have a cash exercise price?

No. The RSUs were granted at $0.00, meaning no cash was paid by the director.