Cogent Biosciences (COGT) CEO Robbins gifts 320,000 shares in estate move

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cogent Biosciences President and CEO Andrew Robbins reported two bona fide gifts of common stock. On May 19, 2026, he transferred 160,000 shares to a family trust for estate planning purposes and made a separate 160,000-share gift from his direct holdings.

After these transfers, Robbins’ direct ownership stands at 497,503 common shares, and the family trust holds 160,000 shares as an indirect position. These transactions were recorded at a price of $0.00 per share, reflecting that they were gifts rather than market sales.

Insider Trade Summary

320,000 shares gifted

Mixed 2 txns

Insider Robbins Andrew R

Role President and CEO

Type	Security	Shares	Price	Value
Gift	Common Stock	160,000	$0.00	--
Gift	Common Stock	160,000	$0.00	--

Holdings After Transaction: Common Stock — 497,503 shares (Direct, null); Common Stock — 160,000 shares (Indirect, By trust)

Footnotes (1)

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Key Figures

Gift to family trust: 160,000 shares Additional gifted shares: 160,000 shares Total gifted shares: 320,000 shares +2 more

5 metrics

Gift to family trust 160,000 shares Common Stock gifted to family trust on May 19, 2026

Additional gifted shares 160,000 shares Common Stock gifted from direct holdings on May 19, 2026

Total gifted shares 320,000 shares Sum of bona fide gifts reported in this Form 4

Direct holdings after gifts 497,503 shares Directly held Cogent Biosciences common stock after transactions

Gift transaction price $0.00 per share Reported price for both bona fide gift transfers

Key Terms

bona fide gift, family trust, indirect ownership, Form 4

4 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift" for both common stock transactions"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

family trust financial

"transferred 160,000 shares of common stock to a family trust for estate planning purposes"

indirect ownership financial

"direct_or_indirect: "I" with nature_of_ownership: "By trust" indicating indirect ownership"

Form 4 regulatory

"INSIDER FILING DATA (Form 4) describing Robbins’ reported transactions"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:30 PM

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^*

Robbins Andrew R

(Last)

(First)

(Middle)

C/O COGENT BIOSCIENCES, INC.

180 THIRD AVENUE, 4TH FLOOR

(Street)

WALTHAM

MASSACHUSETTS

02451

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		G⁽¹⁾		160,000	D	$0	497,503	D
Common Stock	05/19/2026		G⁽¹⁾		160,000	A	$0	160,000	I	By trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On May 19, 2026, Mr. Robbins transferred 160,000 shares of common stock to a family trust for estate planning purposes.

	/s/ Evan D. Kearns, Attorney-in-Fact	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Cogent Biosciences (COGT) report for Andrew Robbins?

Cogent Biosciences reported that President and CEO Andrew Robbins made two bona fide gifts of common stock totaling 320,000 shares. One 160,000-share block went to a family trust, and another 160,000 shares were gifted from his direct holdings on May 19, 2026.

How many Cogent Biosciences (COGT) shares did Andrew Robbins gift?

Andrew Robbins gifted a total of 320,000 Cogent Biosciences common shares. This consisted of 160,000 shares transferred to a family trust for estate planning purposes and an additional 160,000 shares gifted from his directly held stake on May 19, 2026.

What are Andrew Robbins’ Cogent Biosciences (COGT) holdings after the reported gifts?

Following the reported gifts, Andrew Robbins directly holds 497,503 Cogent Biosciences common shares. A separate 160,000-share position is held indirectly by a family trust, reflecting the estate planning transfer disclosed for May 19, 2026.

Were Andrew Robbins’ Cogent Biosciences (COGT) transactions market sales or gifts?

The transactions were bona fide gifts of Cogent Biosciences common stock, not market sales. Both 160,000-share transfers were reported at a price of $0.00 per share, consistent with non-cash gifts rather than open-market dispositions or purchases.

Why did Andrew Robbins transfer Cogent Biosciences (COGT) shares to a family trust?

Andrew Robbins transferred 160,000 Cogent Biosciences shares to a family trust for estate planning purposes. The filing’s footnote explicitly states the trust transfer was part of estate planning, characterizing it as a structural ownership move rather than a market-driven stock trade.

Does the Cogent Biosciences (COGT) Form 4 show any stock purchases or sales by Andrew Robbins?

The Form 4 does not show any stock purchases or sales by Andrew Robbins. It reports two bona fide gift transactions coded “G” totaling 320,000 shares, with zero buy or sell entries and no option exercises or tax-withholding transactions disclosed.