Cognition Therapeutics (NASDAQ: CGTX) CFO has 8,567 shares withheld for taxes

Rhea-AI Filing Summary

Cognition Therapeutics Inc. Chief Financial Officer John Brendan Doyle reported a routine tax-related share disposition. On the vesting of restricted stock units, the company withheld 8,567 shares of common stock at $1.28 per share to cover tax withholding obligations. After this non-market transaction, Doyle directly holds 618,942 shares of Cognition Therapeutics common stock, indicating he retains a substantial equity stake following the RSU vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Doyle John Brendan

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,567	$1.28	$11K

Holdings After Transaction: Common Stock — 618,942 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 8,567 shares Per-share valuation for withholding: $1.28 per share Shares held after transaction: 618,942 shares

3 metrics

Shares withheld for taxes 8,567 shares Tax withholding on RSU vesting, Form 4 code F

Per-share valuation for withholding $1.28 per share Value applied to withheld Cognition Therapeutics common stock

Shares held after transaction 618,942 shares CFO direct holdings following tax-withholding disposition

Key Terms

restricted stock units, tax withholding obligations, Form 4, Chief Financial Officer

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"withheld by the Issuer to cover tax withholding obligations in connection"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Chief Financial Officer financial

"officer_title": "Chief Financial Officer""

A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.

Form 4 Insider Transactions: What Each Field Means →

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 NEW YORK 10577

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/01/2026		F(1)		8,567	D	$1.28	618,942	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/ John Brendan Doyle	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Cognition Therapeutics (CGTX) report for its CFO?

Cognition Therapeutics reported that CFO John Brendan Doyle had 8,567 shares of common stock withheld to satisfy tax obligations tied to restricted stock units vesting. This is a non-market, tax-withholding disposition rather than an open-market purchase or sale of shares.

How many Cognition Therapeutics (CGTX) shares were withheld for taxes in this Form 4?

The Form 4 shows that 8,567 shares of Cognition Therapeutics common stock were withheld by the company. These shares covered the CFO’s tax withholding obligations triggered when his restricted stock units vested, and do not represent an open-market sale transaction.

At what price were the withheld Cognition Therapeutics (CGTX) shares valued?

The withheld shares were valued at $1.28 per share. This valuation applies to the 8,567 Cognition Therapeutics common shares used to satisfy the CFO’s tax obligations upon vesting of restricted stock units, as disclosed in the Form 4 filing.

How many Cognition Therapeutics (CGTX) shares does the CFO hold after this transaction?

Following the tax-withholding disposition, the CFO directly holds 618,942 shares of Cognition Therapeutics common stock. This post-transaction figure reflects his remaining direct equity position after 8,567 shares were withheld to cover tax obligations associated with RSU vesting.

Was the Cognition Therapeutics (CGTX) CFO’s Form 4 transaction an open-market sale?

The transaction was not an open-market sale. It was a Form 4 code F event, where 8,567 shares were withheld by Cognition Therapeutics to cover the CFO’s tax liability on vesting restricted stock units, a routine administrative step rather than a discretionary market trade.