Cognition Therapeutics (CGTX) CEO RSU vesting leads to 5,850-share tax withholding

Rhea-AI Filing Summary

Cognition Therapeutics CEO Lisa Ricciardi reported a tax-related share disposition. On the vesting of restricted stock units, the company withheld 5,850 shares of common stock at $1.12 per share to cover tax obligations. After this, she directly owns 1,706,676 shares, plus 38,851 shares held indirectly by her spouse.

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^*

Ricciardi Lisa

(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
X	Officer (give title below)		Other (specify below)
	CEO & President

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)		5,850	D	$1.12	1,706,676	D
Common Stock								38,851	I	By Spouse

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/ Lisa Ricciardi	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Cognition Therapeutics (CGTX) report for Lisa Ricciardi?

Lisa Ricciardi reported a tax-withholding share disposition. Cognition Therapeutics withheld 5,850 common shares upon vesting of restricted stock units to satisfy tax obligations, a non-market transaction rather than an open-market sale or purchase.

How many Cognition Therapeutics (CGTX) shares were withheld for taxes?

A total of 5,850 Cognition Therapeutics shares were withheld. These common shares were retained by the company at $1.12 per share to cover tax liabilities triggered when Lisa Ricciardi’s restricted stock units vested.

How many Cognition Therapeutics (CGTX) shares does Lisa Ricciardi own after the transaction?

After the transaction, Lisa Ricciardi directly owns 1,706,676 shares. The filing also shows an additional 38,851 Cognition Therapeutics common shares held indirectly through her spouse, separate from her direct holdings.

Was the Cognition Therapeutics (CGTX) Form 4 a market sale by the CEO?

No, the Form 4 reflects tax withholding, not a market sale. The 5,850 Cognition Therapeutics shares were withheld by the issuer to cover tax obligations from restricted stock unit vesting, rather than being sold on the open market.

What does transaction code F mean in the Cognition Therapeutics (CGTX) Form 4?

Transaction code F indicates shares used to pay taxes. In this filing, Cognition Therapeutics withheld 5,850 common shares from Lisa Ricciardi when her restricted stock units vested to satisfy related tax liabilities.