Cingulate grants 60,000 options to its CFO

Cingulate EVP and CFO Jennifer L. Callahan received two grants totaling 60,000 stock options on July 16, 2026, each with an exercise price of $4.4300 per share and expiring July 16, 2036.

Rhea-AI Filing Summary

Cingulate EVP and CFO Jennifer L. Callahan received two grants totaling 60,000 stock options on July 16, 2026, each with an exercise price of $4.4300 per share and expiring July 16, 2036.

For both grants, 25% vests on March 31, 2027, with the remainder vesting in substantially equal monthly installments over the following 36 months. For 19,800 options, vested options become exercisable only if the NDA for CTx-1301 is approved by the FDA during 2027; if that approval is not obtained in 2027, this grant, including any vested portion, terminates.

Insider Trade Summary

Grant/Award: 60,000 shares

Grant/Award 2 txns

Insider Callahan Jennifer L.

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to Buy) F1	40,200	$0.00	$0.00
Grant/Award	Stock Option (right to Buy) F1, F2, F3	19,800	$0.00	$0.00

Holdings After Transaction: Stock Option (right to Buy) — 60,000 contracts (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.

Key Figures

Time-vested options granted: 40,200 options Performance-contingent options granted: 19,800 options Exercise price: $4.4300 per share +3 more

6 metrics

Time-vested options granted 40,200 options Stock options granted to EVP and CFO on 2026-07-16 with standard vesting

Performance-contingent options granted 19,800 options Options granted on 2026-07-16, exercisable only if 2027 FDA NDA for CTx-1301 is approved

Exercise price $4.4300 per share Exercise price for both option grants reported on 2026-07-16

Option expiration date July 16, 2036 Expiration date for both stock option grants

Initial vesting tranche 25% on March 31, 2027 Initial vesting date for both option grants

Remaining vesting period 36 months Remaining shares vest in substantially equal monthly installments after March 31, 2027

Key Terms

Stock Option (right to Buy), NDA, CTx-1301, vests

4 terms

Stock Option (right to Buy) financial

"security title is reported as "Stock Option (right to Buy)""

NDA regulatory

"Vested option only becomes exercisable if the Issuer's <b>NDA</b> for CTx-1301 is approved"

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

"If the Issuer's NDA for <b>CTx-1301</b> is not approved by the FDA during 2027"

vests financial

"The option <b>vests</b> as follows: 25% on March 31, 2027 and the remaining shares"

FAQ

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

What insider transaction did Cingulate (CING) report for Jennifer L. Callahan?

Cingulate reported that EVP and CFO Jennifer L. Callahan received two stock option grants on July 16, 2026, totaling 60,000 options. Both grants are exercisable at $4.4300 per share and expire on July 16, 2036, subject to detailed vesting and performance conditions.

How many stock options were granted to the Cingulate (CING) CFO and on what terms?

Jennifer L. Callahan was granted 40,200 and 19,800 stock options, each with an exercise price of $4.4300 per share and a July 16, 2036 expiration. Both follow a time-based vesting schedule starting March 31, 2027, with additional conditions on part of the award.

What is the vesting schedule for the new Cingulate (CING) stock options?

The options vest as follows: 25% of each grant vests on March 31, 2027, and the remaining shares vest in substantially equal monthly installments over the subsequent 36 months. This vesting structure applies to both the 40,200 and 19,800 option grants.

How is FDA approval of CTx-1301 linked to the Cingulate (CING) option grant?

For the 19,800-option grant, 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 in 2027, the entire grant, including any vested portion, terminates.

Are the Cingulate (CING) CFO’s new option grants immediately exercisable?

No, the options are not immediately exercisable. They first vest over time, with 25% vesting on March 31, 2027, and the remainder monthly over 36 months. In addition, 19,800 options require 2027 FDA approval of the CTx-1301 NDA before they can be exercised.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/20/2026 - 07:29 PM Learn about SEC filing dates

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to Buy)	$4.43	07/16/2026		A		40,200		(1)	07/16/2036	Common Stock	40,200	$0	40,200	D
Stock Option (right to Buy)	$4.43	07/16/2026		A		19,800		(1)(2)	07/16/2036(3)	Common Stock	19,800	$0	19,800	D

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-Fact	07/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)