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

Rhea-AI Filing Summary

Cognition Therapeutics, Inc. (CGTX) Form 4: Chief Financial Officer John Brendan Doyle reported the vesting of performance stock units (PSUs) on 29 Jul 2025. The vesting delivered 30,000 common shares at no cost to the executive after the company met predetermined performance goals. To satisfy payroll-tax withholding, 9,360 shares were automatically withheld by the issuer at an implied price of $0.6702. After these transactions, Doyle’s direct beneficial ownership stands at 425,350 common shares.

The filing signals that 50% of the PSU grant awarded on 14 Feb 2024 has vested, suggesting milestone achievement and continued executive equity alignment. No open-market sales occurred; the share reduction was strictly for tax purposes, leaving Doyle with a net increase of 20,640 shares.

Positive

• 30,000 PSUs vested, confirming management met performance targets.
• CFO’s ownership increases to 425,350 shares, improving management-shareholder alignment.

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR: Performance goals met; CFO nets ~20.6k shares, ownership rises to 425k—immaterial but directionally positive.

The vesting of 50% of Doyle’s February 2024 PSU grant indicates CGTX hit at least one key performance hurdle. Because PSUs are earned only on goal attainment, this suggests operational progress. The automatic withholding of 9,360 shares is a routine cash-less tax settlement, not a discretionary sale, so there is no negative signal. Doyle’s post-transaction stake (~425k shares) meaningfully aligns his incentives with shareholders. However, with CGTX’s average daily volume and share count, a net addition of 20k shares is immaterial to float or valuation; thus the market impact should be negligible.

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^*

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)
07/29/2025

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	07/29/2025		A(1)		30,000	A	$0.00	434,710	D
Common Stock	07/29/2025		F(2)		9,360	D	$0.6702	425,350	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. Shares earned upon the vesting of performance stock units ("PSUs") granted to the Reporting Person on February 14, 2024. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon the achievement of certain performance goals. 50% of the total number of shares subject to the PSUs vested on July 29, 2025.

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

	/s/ John Brendan Doyle	07/31/2025
	** 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 did CGTX's Form 4 disclose on 29 July 2025?

CFO John Brendan Doyle received 30,000 shares from PSU vesting and had 9,360 shares withheld for taxes.

How many CGTX shares does the CFO now own?

Following the transaction, Doyle directly owns 425,350 common shares.

Was there an open-market sale by the CFO?

No. The only disposition was automatic tax withholding; no discretionary sale occurred.

What triggered the share issuance to the CFO?

Vesting of 50% of performance stock units granted on 14 Feb 2024 after performance goals were achieved.

Does the transaction materially affect CGTX’s share count?

The net 20,640-share increase to insider holdings is immaterial to CGTX’s overall float.