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Cogent director sells 45K shares after option exercise

Cogent Biosciences, Inc. (COGT) director Arlene Morris reported option exercises and related share sales in Cogent Biosciences stock.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cogent Biosciences, Inc. (COGT) director Arlene Morris reported option exercises and related share sales in Cogent Biosciences stock. On 2026-08-27 she exercised stock options for 45,510 shares of common stock (41,927 at an exercise price of $5.64 per share and 3,583 at $2.52 per share), from fully vested awards. The same day she sold 45,510 shares of common stock in open-market transactions at weighted average prices of $37.0925 and $37.5396 per share, with actual sale prices ranging from $36.46–$37.65 per share. All transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2026.

Positive

  • None.

Negative

  • None.
Insider Morris Arlene
Role Director
Sold 45,510 shs ($1.69M)
Approx. gross sale proceeds $1.69M
Approx. exercise cost $245K
Approx. pre-tax spread $1.44M
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F1, F4 41,927 $0.00 $0.00
Exercise Stock Option (Right to Buy) F1, F4 3,583 $0.00 $0.00
Exercise Common Stock F1 41,927 $5.64 $236K
Exercise Common Stock F1 3,583 $2.52 $9K
Sale Common Stock F1, F2 42,349 $37.0925 $1.57M
Sale Common Stock F1, F3 3,161 $37.5396 $119K
Holdings After Transaction: Stock Option (Right to Buy) — 2,773 contracts (Direct); Common Stock — 0 shares (Direct)
Footnotes (4)
  1. F1. Transactions effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2026.
  2. F2. The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $36.46 to $37.45. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
  3. F3. The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $37.46 to $37.65. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
  4. F4. These options are fully vested.
Options exercised (shares) 41,927 shares Stock options exercised at an exercise price of $5.64 per share on 2026-08-27
Exercise price per share $5.64 per share Exercise price for 41,927 option shares of Cogent Biosciences common stock
Options exercised (additional) 3,583 shares Stock options exercised at an exercise price of $2.52 per share on 2026-08-27
Exercise price per share (additional) $2.52 per share Exercise price for 3,583 option shares of Cogent Biosciences common stock
Shares sold (first sale) 42,349 shares Common stock sold at a weighted average price of $37.0925 per share
Weighted average sale price (first sale) $37.0925 per share Shares sold in multiple transactions between $36.46 and $37.45 per share
Shares sold (second sale) 3,161 shares Common stock sold at a weighted average price of $37.5396 per share
Weighted average sale price (second sale) $37.5396 per share Shares sold in multiple transactions between $37.46 and $37.65 per share
Rule 10b5-1 trading plan regulatory
"Transactions effected pursuant to a Rule 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Stock Option (Right to Buy) financial
"security_title: Stock Option (Right to Buy)"
weighted average sale price per share financial
"The price reported represents the weighted average sale price per share."
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

What did Cogent Biosciences (COGT) director Arlene Morris report on this Form 4?

She reported exercising stock options for 45,510 shares of Cogent Biosciences common stock and selling 45,510 shares of common stock in open-market transactions on 2026-08-27, all under a Rule 10b5-1 trading plan adopted on May 28, 2026.

How many Cogent Biosciences (COGT) options did Arlene Morris exercise and at what prices?

She exercised options covering 41,927 shares at an exercise price of $5.64 per share and 3,583 shares at an exercise price of $2.52 per share, for a total of 45,510 option shares converted into Cogent Biosciences common stock.

At what prices did Arlene Morris sell Cogent Biosciences (COGT) shares?

She sold 42,349 shares at a weighted average price of $37.0925 per share, with individual trades between $36.46–$37.45, and 3,161 shares at a weighted average price of $37.5396, with trades between $37.46–$37.65.

How many Cogent Biosciences (COGT) shares did Arlene Morris sell in total?

On 2026-08-27 Arlene Morris sold a total of 45,510 shares of Cogent Biosciences common stock in open-market transactions, according to the Form 4 filing’s transaction detail and summary data.

Were Arlene Morris’s Cogent Biosciences (COGT) trades under a Rule 10b5-1 plan?

Yes. The Form 4 indicates the trades were effected pursuant to a Rule 10b5-1 trading plan adopted by Arlene Morris on May 28, 2026, and the Rule 10b5-1 checkbox is marked as affirmed.

Were the options exercised by Arlene Morris in Cogent Biosciences (COGT) fully vested?

Yes. A footnote states that the stock options exercised for 41,927 shares at $5.64 and 3,583 shares at $2.52 were fully vested at the time of exercise.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
X
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*
Morris Arlene

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/27/2026M(1)41,927A$5.6441,927D
Common Stock08/27/2026M(1)3,583A$2.5245,510D
Common Stock08/27/2026S(1)42,349D$37.0925(2)3,161D
Common Stock08/27/2026S(1)3,161D$37.5396(3)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$5.6408/27/2026M(1)41,927 (4)06/04/2035Common Stock41,927$02,773D
Stock Option (Right to Buy)$2.5208/27/2026M(1)3,583 (4)06/09/2030Common Stock3,583$00D
Explanation of Responses:
1. Transactions effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2026.
2. The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $36.46 to $37.45. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
3. The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $37.46 to $37.65. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
4. These options are fully vested.
/s/ Evan D. Kearns, Attorney-in-Fact08/31/2026
** Signature of Reporting PersonDate
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)