Cingulate grants stock options to EVP & CCO

Cingulate Inc. granted EVP & Chief Commercial Officer Bryan Wade Downey two stock option awards covering a total of 100,000 shares of common stock, with an exercise price of $4.43 per share and an expiration date of July 16, 2036.

Rhea-AI Filing Summary

Cingulate Inc. granted EVP & Chief Commercial Officer Bryan Wade Downey two stock option awards covering a total of 100,000 shares of common stock, with an exercise price of $4.43 per share and an expiration date of July 16, 2036.

One option for 67,000 shares vests 25% on March 31, 2027, with the remaining shares vesting in substantially equal monthly installments over the following 36 months. A second option for 33,000 shares follows the same vesting schedule but only becomes exercisable if the issuer’s NDA for CTx-1301 is approved by the FDA during 2027; if that NDA is not approved during 2027, this option, including any vested portion, terminates.

Insider Trade Summary

Grant/Award: 100,000 shares

Grant/Award 2 txns

Insider Downey Bryan Wade

Role EVP & Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to Buy) F1	67,000	$0.00	$0.00
Grant/Award	Stock Option (right to Buy) F1, F2, F3	33,000	$0.00	$0.00

Holdings After Transaction: Stock Option (right to Buy) — 100,000 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

Option grant 1 underlying shares: 67,000 shares Option grant 2 underlying shares: 33,000 shares Exercise price: $4.43 per share +3 more

6 metrics

Option grant 1 underlying shares 67,000 shares Stock Option (right to Buy) granted to EVP & CCO

Option grant 2 underlying shares 33,000 shares Performance-conditioned Stock Option (right to Buy)

Exercise price $4.43 per share Conversion or exercise price for both option grants

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

Initial vesting date March 31, 2027 25% of option vests on this date

Remaining vesting period 36 months Remaining shares vest in substantially equal monthly installments

Key Terms

Stock Option (right to Buy), vests, New Drug Application (NDA), FDA

4 terms

Stock Option (right to Buy) financial

"security_title is reported as Stock Option (right to Buy)"

vests financial

"The option vests as follows: 25% on March 31, 2027 and the remaining"

New Drug Application (NDA) medical

"Vested option only becomes exercisable if the Issuer's NDA for CTx-1301"

A new drug application (NDA) is a formal request submitted to regulatory authorities to gain approval for a new medication to be sold and used by the public. It is a comprehensive review process that examines the drug’s safety, effectiveness, and manufacturing quality. For investors, an NDA approval can signal a potential breakthrough product and influence a company's stock value.

FDA medical

"approved by the FDA during 2027"

The FDA is the U.S. federal agency that evaluates and approves medical drugs, devices, biological therapies and certain foods; think of it as the gatekeeper that decides whether a medical product is safe and effective for patients. For investors, FDA decisions determine whether a company can sell a product, affect expected revenue and introduce regulatory risk, so approvals, rejections or safety warnings can quickly move a company's valuation and stock price.

FAQ

What stock options did Cingulate Inc. (CING) grant to Bryan Wade Downey?

Cingulate granted EVP & Chief Commercial Officer Bryan Wade Downey 100,000 stock options at an exercise price of $4.43 per share. These cover 67,000 and 33,000 underlying common shares and expire on July 16, 2036, subject to time-based and performance-related conditions.

How do the 67,000-share CING options granted to Bryan Downey vest?

The 67,000-share option vests 25% on March 31, 2027, with the remaining shares vesting in substantially equal monthly installments. Those monthly vestings occur over a 36-month period following the initial vesting date, creating a four-year vesting structure beginning in 2027.

What special condition applies to Bryan Downey’s 33,000-share Cingulate (CING) option grant?

The 33,000-share option becomes 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, this option, including any vested portion, terminates entirely.

When do Bryan Downey’s new Cingulate Inc. (CING) stock options expire?

Both option grants reported for Bryan Wade Downey share an expiration date of July 16, 2036. This expiration applies to the 67,000-share time-based option and the 33,000-share option that is additionally conditioned on FDA approval of the CTx-1301 NDA in 2027.

Are Bryan Downey’s newly granted CING stock options immediately exercisable?

No, the options are not immediately exercisable. The 67,000-share grant vests starting March 31, 2027, while the 33,000-share grant both follows that vesting schedule and requires FDA approval of the issuer’s CTx-1301 NDA during 2027 before becoming exercisable.

What regulatory milestone affects Bryan Downey’s 33,000 CING performance-linked options?

Exercisability of the 33,000-share option depends on approval of the issuer’s New Drug Application (NDA) for CTx-1301 by the FDA during 2027. Without that approval in 2027, the entire option, even vested portions, terminates.

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Available on EDGAR 07/20/2026 - 07:36 PM Accepted by SEC EDGAR 07/20/2026 - 07:35 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^*

Downey Bryan Wade

(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 & Chief Commercial Officer

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		67,000		(1)	07/16/2036	Common Stock	67,000	$0	67,000	D
Stock Option (right to Buy)	$4.43	07/16/2026		A		33,000		(1)(2)	07/16/2036(3)	Common Stock	33,000	$0	33,000	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)