Cingulate (CING) EVP Brams receives stock grant with tax withholding

Rhea-AI Filing Summary

Cingulate Inc. reported that EVP and Chief Medical Officer Matthew Brams received a grant of 4,526 shares of common stock on March 9, 2026. The shares were granted under the company’s 2021 Omnibus Equity Incentive Plan as part of his 2025 bonus.

On the same date, 1,025 shares of common stock were withheld to cover his tax obligations related to this grant. After these transactions, Brams directly holds 8,157 shares of common stock. The withholding is a tax payment mechanism, not an open-market 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

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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^*

Brams Matthew

(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 Chief Medical 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/09/2026		A		4,526	A	$0	9,182	D
Common Stock(2)	03/09/2026		F		1,025	D	$0	8,157	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/ Shane J. Schaffer, Attorney-in-Fact	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 Matthew Brams?

Cingulate reported that EVP and Chief Medical Officer Matthew Brams received a grant of 4,526 common shares on March 9, 2026. The grant was issued under the 2021 Omnibus Equity Incentive Plan as part of his 2025 bonus compensation.

How many Cingulate (CING) shares were granted and withheld for Matthew Brams?

Matthew Brams was granted 4,526 Cingulate common shares and had 1,025 shares withheld. The withheld shares were used to satisfy his tax obligations arising from the equity grant described in the Form 4 footnotes.

Why were some of Matthew Brams’ Cingulate (CING) shares withheld?

1,025 Cingulate shares otherwise issuable to Matthew Brams were withheld to cover his tax obligations on the stock grant. This tax-withholding disposition is a common administrative mechanism rather than an open-market sale of shares.

How many Cingulate (CING) shares does Matthew Brams hold after the transactions?

Following the March 9, 2026 grant and related tax withholding, Matthew Brams directly holds 8,157 Cingulate common shares. This post-transaction balance reflects both the awarded shares and the portion withheld to meet his tax liabilities.

Was Matthew Brams’ Cingulate (CING) Form 4 an open-market stock trade?

The Form 4 reflects a stock grant and tax withholding, not open-market trading. Brams received 4,526 shares as part of his 2025 bonus, and 1,025 shares were withheld solely to satisfy associated tax obligations on that equity award.