Cingulate CEO awarded shares; some withheld for tax

Q: What indirect Cingulate (CING) holdings related to the CEO are reported?

The Form 4 lists 10,175 Cingulate common shares held indirectly through Fountainhead Shrugged, LLC. Shane Schaffer disclaims beneficial ownership of these securities except for his pecuniary interest, meaning he does not concede full beneficial ownership for regulatory purposes.

Cingulate Inc. chief executive Shane J. Schaffer reported a stock-based compensation event.

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Form Type

Rhea-AI Filing Summary

Cingulate Inc. chief executive Shane J. Schaffer reported a stock-based compensation event. He received 6,862 shares of common stock on 2026-03-09 under Cingulate’s 2021 Omnibus Equity Incentive Plan as part of his 2025 bonus. To cover tax obligations on this grant, 2,959 shares were withheld, which reduced his directly held common stock to 4,076 shares after these transactions.

In addition to these direct holdings, the report lists 10,175 shares of common stock held indirectly through Fountainhead Shrugged, LLC. Schaffer disclaims beneficial ownership of these indirectly held shares except to the extent of his pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Schaffer Shane J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,862	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,959	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 4,076 shares (Direct); Common Stock — 10,175 shares (Indirect, By Fountainhead Shrugged, LLC)

Footnotes (3)

F1. 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.
F2. Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations on the grant described in footnote 1 above.
F3. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Cingulate (CING) disclose for its CEO?

Cingulate disclosed that CEO Shane J. Schaffer received 6,862 shares of common stock as part of his 2025 bonus. The shares were granted under the company’s 2021 Omnibus Equity Incentive Plan and represent stock-based compensation rather than an open-market purchase.

Why were some of Shane Schaffer’s Cingulate (CING) shares disposed of in this filing?

The filing shows 2,959 Cingulate shares were withheld to cover Shane Schaffer’s tax obligations on the bonus share grant. This tax-withholding disposition is not an open-market sale; it is a routine mechanism tied directly to the equity award.

How many Cingulate (CING) shares does the CEO hold directly after the reported transactions?

Following the March 9, 2026 grant and related tax withholding, Shane Schaffer directly holds 4,076 Cingulate common shares. This figure reflects both the 6,862-share bonus award and the 2,959 shares withheld to satisfy associated tax liabilities on that award.

Did the Cingulate (CING) CEO buy or sell shares on the open market in this Form 4?

The Form 4 shows a stock grant and tax withholding, not open-market trading. Shares were granted as part of compensation, and 2,959 shares were withheld to pay taxes, so there is no reported open-market purchase or sale activity by the CEO.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/11/2026 - 08:13 PM

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^*

Schaffer Shane J.

(Last)

(First)

(Middle)

1901 W. 47TH PLACE

(Street)

KANSAS CITY

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/09/2026		A		6,862	A	$0	7,035	D
Common Stock⁽²⁾	03/09/2026		F		2,959	D	$0	4,076	D
Common Stock								10,175	I	By Fountainhead Shrugged, LLC⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

3. Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Shane J. Schaffer	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.

Source: View Original Filing on SEC EDGAR