Cingulate (CING) CFO awarded stock bonus shares with tax withholding

Rhea-AI Filing Summary

Cingulate Inc. reported that EVP and CFO Jennifer L. Callahan received a grant of 15,329 shares of common stock on March 9, 2026 as part of her 2025 bonus under the 2021 Omnibus Equity Incentive Plan. Of this grant, 6,427 shares were withheld to cover tax obligations, leaving her with 13,961 shares of common stock held directly after these transactions. The activity reflects a compensation-related stock award combined with tax withholding, not an open-market purchase or sale.

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^*

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)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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(1)	03/09/2026		A		15,329	A	$0	20,388	D
Common Stock(2)	03/09/2026		F		6,427	D	$0	13,961	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 of common stock were granted pursuant to the Issuer's 2021 Omnibus Equity Incentive Plan, as amended, for a portion of the Reporting Person's 2025 bonus.

2. Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations on the grant described in footnote 1 above.

	/s/ Jennifer L. Callahan	03/11/2026
	** 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.

FAQ

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

Cingulate reported that EVP and CFO Jennifer L. Callahan received a grant of 15,329 common shares as part of her 2025 bonus. A portion was then withheld to cover taxes, resulting in a net increase in her directly held Cingulate stock.

How many Cingulate (CING) shares were granted to the CFO and why?

Jennifer L. Callahan was granted 15,329 Cingulate common shares as compensation for a portion of her 2025 bonus under the company’s 2021 Omnibus Equity Incentive Plan. This award is a non-cash equity component of her overall executive compensation package.

How many Cingulate (CING) shares were withheld for the CFO’s taxes?

Of the 15,329 granted shares, 6,427 Cingulate common shares were withheld to satisfy Jennifer L. Callahan’s tax obligations. This tax-withholding disposition is not an open-market sale but a standard mechanism to cover taxes on equity compensation awards.

What is the CFO’s Cingulate (CING) shareholding after this Form 4 filing?

After the grant and tax withholding, Jennifer L. Callahan directly holds 13,961 Cingulate common shares. This post-transaction balance reflects the net shares remaining in her account following the equity award used for part of her 2025 bonus.

Was the Cingulate (CING) CFO’s Form 4 transaction an open-market trade?

The reported activity was not an open-market trade. It involved a grant of 15,329 common shares as bonus compensation and withholding of 6,427 shares for taxes. These are routine compensation and tax events rather than discretionary market purchases or sales.