COGT Form 4: 1,642 Options Issued to Director on 10/01/2025

Rhea-AI Filing Summary

Cogent Biosciences director Karen Jean Ferrante was granted 1,642 stock options on 10/01/2025 as reported on Form 4. The options have an exercise price of $14.13, are exercisable immediately, and expire on 10/01/2035. The filing states the award was issued in lieu of quarterly cash compensation under the company's non-employee director compensation plan, with the option count determined by dividing the cash amount by the Black‑Scholes value of a single option on the grant date. Following the grant, the reporting person beneficially owns 1,642 underlying shares, held directly.

Positive

• Director received 1,642 options exercisable immediately (grant date 10/01/2025)
• Options issued in lieu of cash under the non-employee director compensation plan, showing use of equity to conserve cash

Negative

• None.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ferrante Karen Jean

(Last) (First) (Middle)

C/O COGENT BIOSCIENCES, INC.

275 WYMAN STREET, 3RD FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cogent Biosciences, Inc. [ COGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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)	$14.13	10/01/2025		A		1,642		10/01/2025	10/01/2035	Common Stock	1,642	$0(1)	1,642	D

Explanation of Responses:

1. The option award was issued to the Reporting Person, who elected to take shares in lieu of cash compensation for services as a director, pursuant to the Issuer's non-employee director compensation plan. The number of options granted was determined by dividing the cash compensation otherwise payable with respect to the quarter by the Black-Scholes value of a single option calculated as of the date of the grant.

	/s/ Evan D. Kearns, Attorney-in-Fact	10/03/2025
	** 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

What did the Cogent Biosciences (COGT) Form 4 report for Karen Jean Ferrante?

The Form 4 reports a grant of 1,642 stock options to Karen Jean Ferrante on 10/01/2025.

What is the exercise price and term of the options reported on COGT's Form 4?

The options have an exercise price of $14.13 and an expiration date of 10/01/2035.

Are the options exercisable immediately according to the Form 4?

Yes. The filing shows the options are exercisable on the grant date 10/01/2025.

Why were the options granted to the director?

The filing states the options were issued because the director elected to take shares in lieu of quarterly cash compensation under the company's non-employee director compensation plan.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owns 1,642 shares (via the option).