COGNITION THERAPEUTICS (CGTX) CMO has shares withheld for RSU taxes

Rhea-AI Filing Summary

COGNITION THERAPEUTICS INC Chief Medical Officer Anthony Caggiano reported a tax-related share disposition. On 2026-02-15, he had 4,680 shares of common stock withheld at $1.12 per share to cover tax obligations from vesting restricted stock units. After this tax-withholding transaction, he directly owned 864,906 shares of 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^*

Caggiano Anthony

(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 Medical Officer

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)		4,680	D	$1.12	864,906	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. 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, Attorney-in-Fact	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 Anthony Caggiano?

COGNITION THERAPEUTICS reported a tax-withholding disposition by Chief Medical Officer Anthony Caggiano. On February 15, 2026, 4,680 common shares were withheld to satisfy tax obligations tied to vesting restricted stock units, rather than being sold in the open market.

How many CGTX shares were involved in Anthony Caggiano’s latest Form 4 filing?

The Form 4 shows 4,680 common shares were withheld for tax purposes. These shares covered tax obligations arising from the vesting of restricted stock units, classified as a tax-withholding disposition rather than a traditional buy or sell transaction.

At what price were Anthony Caggiano’s CGTX shares withheld for taxes?

The 4,680 withheld shares were valued at $1.12 per share. This valuation was used to cover tax withholding obligations connected to the vesting of restricted stock units, according to the Form 4 disclosure and accompanying footnote.

How many CGTX shares does Anthony Caggiano hold after this tax-withholding transaction?

After the tax-withholding disposition, Anthony Caggiano directly holds 864,906 common shares. This post-transaction balance reflects only the reduction from the 4,680 shares withheld to satisfy tax obligations from his vesting restricted stock units.

Was Anthony Caggiano’s CGTX Form 4 transaction an open market sale?

No, the transaction was not an open market sale. The filing describes it as a tax-withholding disposition, where 4,680 shares were withheld by the issuer to cover tax obligations from vesting restricted stock units, rather than being sold on the market.

What role does Anthony Caggiano hold at COGNITION THERAPEUTICS (CGTX)?

Anthony Caggiano serves as Chief Medical Officer at COGNITION THERAPEUTICS. His Form 4 filing reflects share withholding to cover tax obligations associated with equity compensation, specifically the vesting of restricted stock units granted in his executive role.