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Cingulate (NASDAQ: CING) grants options tied to 2027 FDA NDA approval

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cingulate Inc. EVP and CSO Raul R. Silva received two stock option grants on July 16, 2026. One covers 53,600 shares and the other 26,400 shares of common stock at an exercise price of $4.4300 per share, expiring July 16, 2036. Both vest 25% on March 31, 2027 and then in substantially equal monthly installments over 36 months. The second grant becomes exercisable only if the issuer’s NDA for CTx-1301 is approved by the FDA during 2027; otherwise that option, including any vested portion, terminates.

Positive

  • None.

Negative

  • None.
Insider Silva Raul R.
Role EVP and CSO
Type Security Shares Price Value
Grant/Award Stock Option (right to Buy) F1 53,600 $0.00 $0.00
Grant/Award Stock Option (right to Buy) F1, F2, F3 26,400 $0.00 $0.00
Holdings After Transaction: Stock Option (right to Buy) — 80,000 shares (Direct)
Footnotes (3)
  1. F1. The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date.
  2. F2. Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved by the FDA during 2027.
  3. F3. If the Issuer's NDA for CTx-1301 is not approved by the FDA during 2027, the option, including any vested portion, shall terminate.
Option grant size (first grant) 53,600 shares Stock Option (right to Buy) granted to Raul R. Silva on July 16, 2026
Option grant size (second grant) 26,400 shares Additional Stock Option (right to Buy) granted on July 16, 2026
Exercise price $4.4300 per share Conversion or exercise price for both option grants
Option expiration 2036-07-16 Expiration date for both Stock Option (right to Buy) grants
Initial vesting date March 31, 2027 25% of each option vests on March 31, 2027
Remaining vesting period 36 months Remaining shares vest in substantially equal monthly installments
NDA approval window 2027 Second grant exercisable only if CTx-1301 NDA is approved by FDA during 2027
Stock Option (right to Buy) financial
"Security title reported as "Stock Option (right to Buy)"."
NDA regulatory
"If the Issuer's NDA for CTx-1301 is not approved by the FDA during 2027..."
An NDA, or nondisclosure agreement, is a legal contract that keeps certain information private between parties. It’s like a promise not to share sensitive details, helping protect business ideas, strategies, or data from being leaked or used without permission. For investors, NDAs help ensure that confidential information remains secure, enabling trust and open communication during business discussions.
CTx-1301 medical
"Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved..."
vests financial
"The option vests as follows: 25% on March 31, 2027 and the remaining shares..."
exercisable financial
"Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved..."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What stock options did Cingulate (CING) grant to EVP Raul R. Silva?

Cingulate granted EVP and CSO Raul R. Silva two stock option awards on July 16, 2026, covering 53,600 and 26,400 shares of common stock at an exercise price of $4.4300 per share, both expiring on July 16, 2036.

What is the vesting schedule for Raul R. Silva’s Cingulate (CING) option grants?

Each option grant vests 25% on March 31, 2027, with the remaining shares vesting in substantially equal monthly installments over the following 36-month period, creating a four-year vesting timeline tied to continued service.

How is FDA NDA approval linked to one of the Cingulate (CING) option grants?

For the 26,400-share grant, any vested options become exercisable only if the issuer’s NDA for CTx-1301 is approved by the FDA during 2027. If that NDA is not approved during 2027, the entire option, including vested portions, terminates.

Were Raul R. Silva’s Cingulate (CING) option transactions purchases or sales?

Both reported transactions are coded “A” for grant, award, or other acquisition of derivative securities. They represent option awards to Raul R. Silva and do not report any open-market purchases or sales of Cingulate common stock.

Were these Cingulate (CING) option grants made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is unchecked, and the footnotes do not reference any trading plan. The options are therefore not reported as granted under a pre-arranged Rule 10b5-1 plan in this disclosure.
SEC Form 4
FORM 4UNITED 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*
Silva Raul R.

(Last)(First)(Middle)
1901 W. 47TH PLACE

(Street)
KANSAS CITY KANSAS 66205

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cingulate Inc. [ CING ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP and CSO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to Buy)$4.4307/16/2026A53,600 (1)07/16/2036Common Stock53,600$053,600D
Stock Option (right to Buy)$4.4307/16/2026A26,400 (1)(2)07/16/2036(3)Common Stock26,400$026,400D
Explanation of Responses:
1. The option vests as follows: 25% on March 31, 2027 and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date.
2. Vested option only becomes exercisable if the Issuer's NDA for CTx-1301 is approved by the FDA during 2027.
3. If the Issuer's NDA for CTx-1301 is not approved by the FDA during 2027, the option, including any vested portion, shall terminate.
/s/ Shane J. Schaffer, Attorney-in-Fact07/20/2026
** Signature of Reporting PersonDate
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)