[Form 4] Cingulate Inc. Warrants Insider Trading Activity

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4 insider transaction

CEO, Chairman and 10% owner Ernest C. Garcia III reported the sale of a cumulative 9,904 Class A shares on 08-09 July 2025 through two family trusts (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III). All trades were executed under a Rule 10b5-1 plan adopted 13-Dec-2024, indicating the transactions were pre-scheduled.

• Price range: $343.43 – $360.03 per share.
• Average price (simple): c.$350.
• Shares remaining: 676,488 (Irrevocable Trust) and 776,488 (Multi-Generational Trust) – a combined ≈1.45 million shares.
• Percentage sold: roughly 0.7 % of the combined trust holdings and an even smaller fraction of Garcia’s overall economic interest in Carvana.

No derivative transactions were reported, and no additional securities were acquired. Garcia retains his roles as Chief Executive Officer, Director and >10 % beneficial owner.

Investor takeaway: The sale is modest relative to Garcia’s total stake and was executed under a pre-planned 10b5-1 program, limiting signaling value. While insider selling can create a negative headline, the small size and structured nature suggest routine diversification rather than a strategic shift.

Positive

• Sales executed under a disclosed Rule 10b5-1 plan, reducing concerns about opportunistic trading.
• Only ~0.7 % of trust holdings were sold; insider maintains a substantial position, signalling continued alignment.

Negative

• Insider selling by the CEO can be perceived negatively, especially after a sharp share-price run-up.
• No offsetting insider purchases were disclosed, offering no bullish counter-signal.

Insights

Equity Analyst

TL;DR Minimal, pre-planned insider sale; likely neutral for valuation.

The 9,904-share disposal equates to ≈$3.5 million (using ~$350/share) versus Garcia’s multi-billion-dollar equity position, leaving ~1.45 million shares in the two cited trusts alone. Because transactions were effected under a 10b5-1 plan adopted months earlier, the information asymmetry risk is low. Historically, Carvana insiders have periodically monetized small blocks while retaining sizeable positions. Given the de-leveraging narrative and recent equity rally, the filing provides limited incremental insight into operating fundamentals or near-term outlook. I therefore classify the event as neutral with negligible impact on valuation or sentiment.

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^*

Patel Nilay Dahyabhai

(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)
	CLO and CCO

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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)	$4.51	07/08/2025		A		30,000		(1)	07/08/2035	Common Stock	30,000	$0	30,000	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/ Nilay Patel	07/10/2025
	** 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 Carvana (CVNA) shares did CEO Ernest C. Garcia III sell?

He disposed of 9,904 Class A shares on 08-09 July 2025.

What price did the insider receive for the CVNA shares?

The volume-weighted prices ranged from $343.43 to $360.03 per share.

Was the Carvana insider sale part of a 10b5-1 trading plan?

Yes. The filing states the trades were executed under a Rule 10b5-1 plan adopted on 13-Dec-2024.

How many CVNA shares does Garcia still own after the sale?

The two reporting trusts still hold ≈1.45 million shares (676,488 and 776,488 shares, respectively).

Does the transaction change Garcia’s status as a 10 % owner?

No. Despite the sale, he remains a Director, CEO and >10 % beneficial owner of Carvana.

Is this insider sale considered large relative to his total holdings?

No. The 9,904 shares sold represent about 0.7 % of the combined trust holdings.