Cingulate CEO granted performance-based stock options

Cingulate Inc. reported that Chief Executive Officer and director Shane J. Schaffer received two grants of stock options on July 16, 2026.

Rhea-AI Filing Summary

Cingulate Inc. reported that Chief Executive Officer and director Shane J. Schaffer received two grants of stock options on July 16, 2026. One grant covers 197,650 options and a second covers 97,350 options, each exercisable for common stock at an exercise price of $4.43 per share and expiring on July 16, 2036. The options vest 25% on March 31, 2027, with the remainder vesting in substantially equal monthly installments over the following 36 months. For the 97,350-option grant, even vested options only become exercisable if Cingulate’s NDA for CTx-1301 is approved by the FDA during 2027; if that NDA is not approved during 2027, this option grant, including any vested portion, terminates.

Insider Trade Summary

Grant/Award: 295,000 shares

Grant/Award 2 txns

Insider Schaffer Shane J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to Buy) F1	197,650	$0.00	$0.00
Grant/Award	Stock Option (right to Buy) F1, F2, F3	97,350	$0.00	$0.00

Holdings After Transaction: Stock Option (right to Buy) — 295,000 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: 197,650 options Option grant 2: 97,350 options Exercise price: $4.43 per share +4 more

7 metrics

Option grant 1 197,650 options Stock Option (right to Buy) granted to CEO on July 16, 2026

Option grant 2 97,350 options Additional Stock Option (right to Buy) granted to CEO on July 16, 2026

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

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

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

Remaining vesting period 36 months Remainder vests in substantially equal monthly installments

NDA approval window Year 2027 CTx-1301 NDA must be approved by FDA in 2027 for one grant to be exercisable

Key Terms

Stock Option (right to Buy, NDA, CTx-1301, FDA, +1 more

5 terms

Stock Option (right to Buy financial

"security_title: "Stock Option (right to Buy)" for both grants"

NDA medical

"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"

FDA regulatory

"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.

vested option financial

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

FAQ

What stock options did Cingulate (CING) CEO Shane Schaffer receive on July 16, 2026?

Cingulate’s CEO Shane J. Schaffer received two stock option grants: one for 197,650 options and another for 97,350 options, each over common stock at a $4.43 exercise price, expiring July 16, 2036, as part of his equity compensation.

What is the exercise price and expiration date of the new CING options granted to Shane Schaffer?

Both new option grants carry an exercise price of $4.43 per share and expire on July 16, 2036. Each option is a right to buy Cingulate common stock at that fixed price if and when the options vest and become exercisable.

How do the vesting terms work for Shane Schaffer’s new Cingulate (CING) stock options?

The options vest 25% on March 31, 2027, with the remaining shares vesting in substantially equal monthly installments over the next 36 months. Vesting is time-based, subject to additional exercisability conditions on one of the grants tied to regulatory approval.

What regulatory milestone affects exercisability of part of Shane Schaffer’s Cingulate (CING) options?

For the 97,350-option grant, vested options become exercisable only if Cingulate’s NDA for CTx-1301 is approved by the FDA during 2027. If that NDA is not approved during 2027, this entire option, including any vested portion, terminates.

Were Shane Schaffer’s July 2026 Cingulate (CING) option grants made under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not marked, and the transactions are reported as grant/award acquisitions of stock options, rather than trades executed under a pre-arranged 10b5-1 trading plan in the open market.

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Available on EDGAR 07/20/2026 - 07:38 PM Accepted by SEC EDGAR 07/20/2026 - 07:37 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^*

Schaffer Shane J.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		197,650		(1)	07/16/2036	Common Stock	197,650	$0	197,650	D
Stock Option (right to Buy)	$4.43	07/16/2026		A		97,350		(1)(2)	07/16/2036(3)	Common Stock	97,350	$0	97,350	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	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)