Cingulate (CING) CFO buys shares and receives 3,891-share warrant

Rhea-AI Filing Summary

Cingulate Inc.’s SVP and CFO Jennifer L. Callahan reported buying common stock and warrants in a private placement. On February 6, 2026, she purchased 4,864 shares of common stock at $5.04 per share, bringing her direct holdings to 5,059 shares.

She also acquired a warrant to purchase 3,891 shares of common stock for $0.10 per warrant. The warrant becomes exercisable once stockholders approve the private placement under Nasdaq rules, and it expires 36 months after the exercise date.

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

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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^*

Callahan Jennifer L.

(Last) (First) (Middle)

1901 W. 47TH PLACE

(Street)

KANSAS CITY KS 66205

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cingulate Inc. [ CING ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026(1)		P		4,864	A	$5.04	5,059	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
Warrant to Purchase Common Stock	$5.04	02/06/2026(1)		P		3,891		(2)	(2)	Common Stock	3,891	$0.1	3,891	D

Explanation of Responses:

1. Common stock and warrants were acquired in the Issuer's private placement disclosed in the Current Report on Form 8-K filed with the SEC on January 28, 2026.

2. The warrant is exercisable upon the Issuer obtaining stockholder approval of the private placement, as required by the Nasdaq rules. The expiration date of the warrant is 36 months after the exercise date.

	/s/ Jennifer L. Callahan	02/10/2026
	** 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.
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FAQ

What insider transactions did Cingulate (CING) report for its CFO?

Cingulate’s SVP and CFO bought common stock and warrants. On February 6, 2026, she acquired 4,864 shares at $5.04 each and a warrant to purchase 3,891 shares at $0.10, both through a private placement.

How many Cingulate (CING) shares does the CFO own after this Form 4?

After the transaction, the CFO directly owns 5,059 shares. These reflect her updated common stock position following the February 6, 2026 purchase of 4,864 shares at $5.04 per share reported in the filing.

What are the key terms of the Cingulate (CING) warrant acquired by the CFO?

The CFO acquired a warrant for 3,891 Cingulate shares. It is exercisable only after stockholders approve the private placement under Nasdaq rules and will expire 36 months after the date it is first exercised.

Was the Cingulate (CING) CFO’s stock purchase part of a private placement?

Yes, both the stock and warrants came from a private placement. The filing states the common stock and warrants were acquired in the issuer’s private placement previously described in a Form 8-K filed on January 28, 2026.

What transaction code appears on the Cingulate (CING) CFO’s Form 4?

The Form 4 lists transaction code “P” for both entries. Code P indicates open-market or private purchase, consistent with the CFO acquiring common stock and warrants in the company’s disclosed private placement.

When does the Cingulate (CING) warrant held by the CFO expire?

The warrant expires 36 months after it is exercised. It first becomes exercisable only upon Cingulate obtaining stockholder approval of the private placement, as required under Nasdaq rules, and then runs for three years from exercise.