Cogent Biosciences (COGT) director linked to option grant for funds

Rhea-AI Filing Summary

Cogent Biosciences, Inc. director Christopher W. Cain is associated with a grant of stock options covering 17,901 shares of common stock at an exercise price of $31.98 per share. The option expires on June 9, 2036 and vests in full upon the earlier of the first anniversary of the grant date or the 2027 Annual Meeting of Stockholders, subject to continued service.

Under an arrangement with Fairmount Funds Management LLC, Cain holds this option for one or more Fairmount investment funds and must turn over any net cash or stock received for the benefit of those funds. He therefore disclaims beneficial ownership of the option and the underlying common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CAIN CHRISTOPHER W.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	17,901	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 17,901 shares (Direct, null)

Footnotes (1)

1. This stock option shall vest in full upon the earlier of the first anniversary of the date of grant or the date of the 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continued service to the Issuer through such date. Under the Reporting Person's arrangement with Fairmount Funds Management LLC (the "Adviser"), the Reporting Person holds the option for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option for the benefit of such Fairmount Fund. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

Key Figures

Option size: 17,901 shares Exercise price: $31.98 per share Expiration date: June 9, 2036 +2 more

5 metrics

Option size 17,901 shares Underlying common stock for granted stock option

Exercise price $31.98 per share Conversion or exercise price of stock option

Expiration date June 9, 2036 Stock option expiration

Shares following transaction 17,901 options Total derivative securities after grant

Vesting trigger Earlier of 1-year anniversary or 2027 meeting Full vesting condition, subject to continued service

Key Terms

Stock Option (Right to Buy), beneficial ownership, Annual Meeting of Stockholders, investment vehicles, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

beneficial ownership financial

"The Reporting Person therefore disclaims beneficial ownership of the option"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Annual Meeting of Stockholders financial

"earlier of the first anniversary of the date of grant or the date of the 2027 Annual Meeting of Stockholders"

investment vehicles financial

"one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund")"

Fairmount Funds Management LLC financial

"Under the Reporting Person's arrangement with Fairmount Funds Management LLC (the "Adviser")"

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Form 4 Insider Transactions: What Each Field Means →

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^*

CAIN CHRISTOPHER W.

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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)
			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)	$31.98	06/09/2026		A		17,901		(1)	06/09/2036	Common Stock	17,901	$0	17,901	D(2)

Explanation of Responses:

1. This stock option shall vest in full upon the earlier of the first anniversary of the date of grant or the date of the 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continued service to the Issuer through such date.

2. Under the Reporting Person's arrangement with Fairmount Funds Management LLC (the "Adviser"), the Reporting Person holds the option for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option for the benefit of such Fairmount Fund. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

	/s/ Evan D. Kearns, Attorney-in-Fact	06/11/2026
	** 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)

FAQ

What insider transaction did Cogent Biosciences (COGT) report on this Form 4?

Cogent Biosciences reported a grant of stock options linked to 17,901 shares of common stock. The options were associated with director Christopher W. Cain but are held for Fairmount Funds investment vehicles rather than for his personal economic benefit.

What are the key terms of the Cogent Biosciences (COGT) stock option grant?

The stock option covers 17,901 underlying common shares at a $31.98 exercise price and expires on June 9, 2036. It vests in full upon the earlier of the first anniversary of grant or the 2027 Annual Meeting of Stockholders, subject to continued service.

Who ultimately benefits from the Cogent Biosciences (COGT) option reported for Christopher W. Cain?

The option is held for one or more investment vehicles managed by Fairmount Funds Management LLC. Under Cain’s arrangement, any net cash or stock from the option must be turned over for the benefit of these Fairmount Funds, not retained personally.

Does Christopher W. Cain claim beneficial ownership of the Cogent Biosciences (COGT) option?

No. Cain expressly disclaims beneficial ownership of the stock option and the underlying common stock. He does so because the option is held for Fairmount Funds vehicles, and any net cash or stock from the option must benefit those investment funds instead.

How many Cogent Biosciences (COGT) derivative securities does the Form 4 show after this grant?

After the reported transaction, the Form 4 shows 17,901 derivative securities—stock options—following the transaction. These options relate to 17,901 underlying shares of Cogent Biosciences common stock and are associated with Cain’s role but economically benefit Fairmount-managed funds.