[Form 4] Cingulate Inc. Warrants Insider Trading Activity

Rhea-AI Filing Summary

Affirm Holdings, Inc. (AFRM) – Insider Transaction Form 4

On 07/07/2025, Chief Financial Officer Robert O’Hare reported the sale of 19,802 Class A common shares at a weighted-average price of $70.03 (range $70.00-$70.21) under a Rule 10b5-1 trading plan adopted 12/06/2024. After the sale, the filing lists 0 shares beneficially owned.

• Transaction code: S (open-market sale)
• Form filed on 07/09/2025; only non-derivative shares affected
• No derivative positions were reported

The filing signals full divestiture by the company’s CFO while confirming adherence to SEC 10b5-1 safe-harbor procedures.

Positive

• Rule 10b5-1 plan confirms the sale was pre-planned, supporting transparency and regulatory compliance.

Negative

• CFO Robert O’Hare sold 19,802 shares, reducing beneficial ownership to zero, potentially viewed as diminished alignment with shareholder interests.

Insights

Securities Analyst

CFO sells entire stake; potential negative signal despite 10b5-1 plan.

The complete divestiture (19,802 shares) by Affirm’s CFO at roughly $70 may be interpreted by investors as reduced management conviction, particularly because beneficial ownership falls to zero. Although executed under a pre-arranged 10b5-1 plan—which mitigates timing concerns—the transaction removes direct equity alignment between the CFO and shareholders. No offsetting purchases or option exercises were disclosed, leaving the market to weigh the sale on its own.

Corporate Governance Expert

Sale follows governance best practices; impact likely neutral.

The use of a Rule 10b5-1 plan adopted months in advance demonstrates sound governance and transparency. Insiders often diversify holdings, and compliance reduces potential litigation risk for the company. However, elimination of the CFO’s ownership stake could draw scrutiny from governance rating agencies. Overall, the event appears routine and does not, in isolation, constitute a material governance red flag.

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^*

Silva Raul R.

(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 CSO

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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

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)	$4.42	07/07/2025		A		51,500		(1)	07/07/2035	Common Stock	51,500	$0	51,500	D

Explanation of Responses:

1. The option vests as follows: 25% on the one-year anniversary of the date of grant and the remaining shares in substantially equal monthly installments over the 36-month period following the initial vesting date.

	/s/ Shane J. Schaffer, Attorney-in-Fact	07/08/2025
	** 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

How many Affirm (AFRM) shares did CFO Robert O’Hare sell on 07/07/2025?

He sold 19,802 Class A shares.

At what average price were the AFRM shares sold?

The weighted-average sale price was $70.03 per share (range $70.00–$70.21).

Was the transaction executed under a Rule 10b5-1 trading plan?

Yes, the filing states it was completed pursuant to a Rule 10b5-1 plan adopted 12/06/2024.

How many AFRM shares does the CFO own after the sale?

The Form 4 indicates 0 shares beneficially owned following the transaction.

When was the Form 4 filed with the SEC?

The document was filed on 07/09/2025.