Cognition Therapeutics (CGTX) CFO reports 200,000 RSUs and tax share withholding

Rhea-AI Filing Summary

Cognition Therapeutics (CGTX) Chief Financial Officer John Brendan Doyle reported equity compensation and related tax withholding transactions. On February 3, 2026, he acquired 200,000 shares of Common Stock at $0.00 per share, representing restricted stock units (RSUs), increasing his direct holdings to 645,990 shares.

On February 4, 2026, 26,921 shares of Common Stock were withheld at $1.03 per share to cover tax obligations tied to RSU vesting, leaving Doyle with 619,069 directly owned shares of Cognition Therapeutics Common Stock.

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)
02/03/2026

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)		200,000	A	$0.00	645,990	D
Common Stock	02/04/2026		F(2)		26,921	D	$1.03	619,069	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.

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

	/s/ John Brendan Doyle	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 CFO John Brendan Doyle report?

CFO John Brendan Doyle reported two transactions: an acquisition of 200,000 Cognition Therapeutics Common Stock shares linked to RSUs on February 3, 2026, and a withholding of 26,921 shares on February 4, 2026 to satisfy tax obligations from RSU vesting.

How many CGTX shares does the CFO own after these Form 4 transactions?

After the reported transactions, Cognition Therapeutics CFO John Brendan Doyle directly owns 619,069 shares of Common Stock. This reflects 200,000 shares acquired related to RSUs and 26,921 shares withheld by the company for tax withholding on vested RSUs.

What is the nature of the 200,000 CGTX shares reported as acquired by the CFO?

The 200,000 Cognition Therapeutics shares reported as acquired represent restricted stock units (RSUs). Each RSU gives a contingent right to receive one share of Common Stock upon settlement, with the transaction recorded at a price of $0.00 per share.

Why were 26,921 CGTX shares withheld in the CFO’s Form 4 filing?

The 26,921 Cognition Therapeutics shares were withheld by the issuer to cover tax withholding obligations. This withholding occurred in connection with the vesting of restricted stock units, and is reported at a price of $1.03 per share on February 4, 2026.

What role does John Brendan Doyle hold at Cognition Therapeutics (CGTX)?

John Brendan Doyle serves as the Chief Financial Officer of Cognition Therapeutics. In this capacity he is a reporting person under Section 16, and his direct transactions in the company’s Common Stock must be disclosed, as shown in this Form 4 filing.

What do the RSU-related footnotes in the CGTX Form 4 explain?

The footnotes explain that each reported share corresponds to a restricted stock unit (RSU), with each RSU providing a contingent right to receive one share of Cognition Therapeutics Common Stock. They also clarify that 26,921 shares were withheld solely to satisfy tax withholding on RSU vesting.