COGT holder plans sale of 3.5M shares

COGT has a stockholder planning to sell up to 3,500,000 shares of common stock under Rule 144 through broker Jefferies LLC on the NASDAQ market.

Rhea-AI Filing Summary

COGT has a stockholder planning to sell up to 3,500,000 shares of common stock under Rule 144 through broker Jefferies LLC on the NASDAQ market. The planned sale has an indicated aggregate market value of $127,400,000, compared with 153,505,562 common shares outstanding. The approximate start date for these sales is 01/22/2026.

The shares to be sold were originally acquired from the issuer in three public offerings: 1,200,000 shares purchased on 06/14/2022 (paid 06/16/2022 in cash), 800,000 shares purchased on 06/07/2023 (paid 06/09/2023 in cash), and 1,500,000 shares purchased on 07/09/2025 (paid 07/10/2025 in cash. The selling holder represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.

Insights

Equity capital markets analyst

Large planned Rule 144 sale registers potential supply overhang but does not change company fundamentals by itself.

The notice describes a stockholder’s intent to sell up to $127,400,000 in common shares, totaling 3,500,000 shares, on the NASDAQ through Jefferies LLC. The context figure of 153,505,562 shares outstanding shows this is a sizable single block relative to the issuer’s equity base, but the transaction is a secondary market sale by an existing holder, not a new capital raise.

Because the issuer is not selling shares, this filing does not add new cash to the company and primarily affects trading supply rather than operations. The selling holder states they purchased the shares directly from the issuer in public offerings between 2022 and 2025 and affirms they are unaware of undisclosed material adverse information. Actual market impact, if any, will depend on how quickly and at what prices the broker places these shares after the approximate sale date of 01/22/2026.

FAQ

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

What does the Form 144 filing for COGT disclose?

The filing discloses that a stockholder of COGT plans to sell up to 3,500,000 shares of common stock on NASDAQ through Jefferies LLC under Rule 144, with an indicated aggregate market value of $127,400,000.

How many COGT shares are outstanding compared to the planned sale?

The notice states that 153,505,562 shares of COGT common stock are outstanding, compared with a planned sale of 3,500,000 shares under this Form 144.

When is the COGT stockholder planning to begin selling shares under Rule 144?

The approximate date of sale listed in the Form 144 for COGT is 01/22/2026, indicating when the broker may begin executing sales of the 3,500,000 shares.

How did the selling stockholder originally acquire the COGT shares?

The filing shows the COGT shares were acquired in three public offerings from the issuer: 1,200,000 shares purchased on 06/14/2022, 800,000 on 06/07/2023, and 1,500,000 on 07/09/2025, all paid for in cash shortly after each purchase date.

Does COGT receive any proceeds from the planned Rule 144 share sale?

No. The Form 144 describes a secondary sale by an existing stockholder into the market. Proceeds from these sales go to the selling holder, not to COGT.

What representation does the selling holder make about COGT in the Form 144?

By signing the notice, the selling holder represents that they do not know of any material adverse information about COGT’s current or prospective operations that has not been publicly disclosed.

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

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Accepted by SEC EDGAR 01/22/2026 - 08:05 PM EST 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	Jefferies LLC 520 Madison Ave New York NY 10022	3500000	127400000.00	153505562	01/22/2026	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	06/14/2022	Purchased in public offering	Issuer			1200000	06/16/2022	Cash
Common	06/07/2023	Purchased in public offering	Issuer			800000	06/09/2023	Cash
Common	07/09/2025	Purchased in public offering	Issuer			1500000	07/10/2025	Cash

* 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

Nothing to Report

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	01/22/2026
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)