COGT Form 144: Proposed 7.0M Share Sale

Cogent Biosciences reported a Form 144 notice showing proposed sales tied to a conversion: 7,000,000 shares of Common Stock associated with the conversion of Series A Convertible Preferred Stock on 03/31/2026.

Rhea-AI Filing Summary

Cogent Biosciences reported a Form 144 notice showing proposed sales tied to a conversion: 7,000,000 shares of Common Stock associated with the conversion of Series A Convertible Preferred Stock on 03/31/2026. The filing also records 3,500,000 shares sold on 01/22/2026.

Insights

Securities Compliance Analyst

Form 144 notice documents proposed and recent secondary sales tied to a preferred conversion.

The filing lists a proposed disposal of 7,000,000 shares of Common Stock arising from the conversion of Series A Convertible Preferred Stock dated 03/31/2026. It also discloses a prior sale of 3,500,000 shares on 01/22/2026.

These are regulatory sale notices; cash‑flow treatment and beneficiary identities are not specified in the excerpt. Subsequent Form 4s or transaction confirmations would provide additional ownership and net‑proceeds details.

Key Figures

Proposed shares to be sold: 7,000,000 shares Reported aggregate value (line item): $242,620,000.00 Shares sold during past 3 months: 3,500,000 shares

3 metrics

Proposed shares to be sold 7,000,000 shares Conversion of Series A Convertible Preferred Stock on 03/31/2026

Reported aggregate value (line item) $242,620,000.00 Associated with the 7,000,000-share line in the excerpt

Shares sold during past 3 months 3,500,000 shares Sale on 01/22/2026 through Jefferies LLC, aggregate value $127,400,000.00

Key Terms

Form 144, Conversion of Series A Convertible Preferred Stock, Issuer

3 terms

Form 144 regulatory

"Form 144 notice showing proposed sale of securities"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Conversion of Series A Convertible Preferred Stock financial

"Conversion of Series A Convertible Preferred Stock into Common Stock"

Issuer financial

"Conversion ... | Issuer | ... 7,000,000 | 03/31/2026"

FAQ

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

What does COGT's Form 144 disclosure mean?

It notifies the SEC of an intended sale of securities. The filing reports a proposed sale of 7,000,000 shares tied to a conversion dated 03/31/2026, and a prior sale of 3,500,000 shares on 01/22/2026.

How many shares does COGT propose to sell under the Form 144?

The filing shows a proposed sale of 7,000,000 shares of Common Stock associated with the conversion of Series A Convertible Preferred Stock on 03/31/2026 as the stated proposed amount.

Were there recent sales before the Form 144 filing for COGT?

Yes. The excerpt records that 3,500,000 shares were sold on 01/22/2026 through Jefferies LLC, with an aggregate value shown as $127,400,000.00 in the excerpt.

Does the Form 144 excerpt state who receives proceeds from the sale?

The provided excerpt does not specify proceeds recipients. It ties the proposed shares to a conversion of Series A Convertible Preferred Stock but does not name the selling party or cash‑flow recipient in the visible text.

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

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Accepted by SEC EDGAR 03/31/2026 - 09:30 PM EDT Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001802528
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Cogent Biosciences, Inc.
SEC File Number	001-38443
Address of Issuer	275 Wyman Street 3rd Floor Waltham MASSACHUSETTS 02451
Phone	617-945-5576
Name of Person for Whose Account the Securities are To Be Sold	Fairmount Healthcare Fund II L.P.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	7000000	242620000.00	162308820	03/31/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/31/2026	Conversion of Series A Convertible Preferred Stock	Issuer			7000000	03/31/2026	Conversion of Series A Convertible Preferred Stock into Common Stock

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Jefferies LLC 520 Madison Ave New York NY 10022	Common	01/22/2026	3500000	127400000.00

144: Remarks and Signature

Remarks	Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Peter Harwin is also a director of the Issuer.
Date of Notice	03/31/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Tomas Kiselak for Fairmount Funds Management LLC
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)