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  4. [SCHEDULE 13D/A] Cogent Biosciences, Inc. Amended Major Shareholder Report

Fairmount (NASDAQ: COGT) reports 9.9% Cogent stake after 3.5M-share sale

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Fairmount Funds files Amendment No. 9 to report a 9.9% beneficial ownership of Cogent Biosciences common stock, totaling 16,261,918 shares. This position consists of 5,503,418 shares of common stock plus 10,758,500 shares of common stock currently issuable from 43,034 shares of Series A Convertible Preferred Stock, all subject to a 9.9% beneficial ownership cap. The amendment notes that Fairmount’s Fund II in total owns 67,414 Series A preferred shares, but any additional common shares issuable above the 9.9% limit are excluded from beneficial ownership calculations. The filing also discloses that on January 22, 2026, Fund II completed a block trade selling 3,500,000 Cogent common shares at $36.40 per share.

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Insights

Large holder reports 9.9% Cogent stake and a 3.5M-share sale.

Fairmount-related entities report beneficial ownership of 16,261,918 Cogent Biosciences common shares, or 9.9% of the class. This stake blends 5,503,418 common shares with 10,758,500 shares currently issuable from 43,034 Series A preferred shares, calculated under a 9.9% beneficial ownership limitation.

The amendment also records a notable liquidity event: on January 22, 2026, Fund II executed a block trade of 3,500,000 common shares at $36.40 per share. Despite this sale, the reported percentage ownership remains at 9.9%, helped by the inclusion of currently issuable conversion shares in the calculation. Actual effects on the free float and ownership dynamics will depend on how this block was absorbed in the market.

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

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FAQ

What ownership stake in Cogent Biosciences (COGT) does Fairmount report in this Schedule 13D/A?
Fairmount-related entities report beneficial ownership of 16,261,918 Cogent Biosciences common shares, representing 9.9% of the outstanding common stock as of January 22, 2026.

How is Fairmount’s 16,261,918-share Cogent (COGT) position composed?
The position includes 5,503,418 shares of common stock and 10,758,500 shares of common stock currently issuable upon conversion of 43,034 shares of Series A Convertible Preferred Stock, calculated under a 9.9% beneficial ownership limitation.

What transaction did Fairmount’s Fund II report in Cogent Biosciences (COGT) shares?
On January 22, 2026, Fairmount Healthcare Fund II L.P. reported a block trade sale of 3,500,000 Cogent common shares at a price of $36.40 per share.

What is the total Cogent Biosciences (COGT) share count used to calculate Fairmount’s 9.9% stake?
Row 13 is based on 164,264,062 Cogent common shares outstanding as of January 22, 2026, combining previously outstanding shares, shares sold in an underwritten public offering, and 10,758,500 shares underlying Series A preferred stock owned by Fund II, subject to the beneficial ownership limitation.

How many Cogent Biosciences Series A preferred shares does Fairmount’s Fund II own?
The filing states that the reporting persons currently own 67,414 shares of Series A Convertible Preferred Stock, though only the portion convertible into 10,758,500 common shares is included in beneficial ownership due to the 9.9% limit.

Does the Fairmount filing limit how many Cogent (COGT) shares from preferred stock are counted as beneficially owned?
Yes. The securities exclude common shares issuable upon conversion of Series A preferred stock above a 9.9% beneficial ownership limitation, so only the amount consistent with that cap is included in the reported 16,261,918 shares.



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (a) 5,503,418 shares of common stock, $0.001 par value ("Common Stock"), and (b) 10,758,500 shares of Common Stock issuable upon conversion of 43,034 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") directly held by Fairmount Healthcare Fund II L.P. ("Fund II"). The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 9.9%. Row 13 is based on 164,264,062 shares of Common Stock outstanding as of January 22, 2026, consisting of (i) 142,376,529 shares of Common Stock outstanding as of November 5, 2025, as reported in the Company's most recent Quarterly Report on Form 10-Q, (ii) 11,129,033 shares of Common Stock sold in the Company's underwritten public offering, as reported in the Company's Current Report on Form 8-K filed on November 13, 2025, and (iii) 10,758,500 shares of Common Stock underlying the 43,034 shares of Series A Preferred Stock owned by Fund II, subject to the beneficial ownership limitation.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (a) 5,503,418 shares of Common Stock, and (b) 10,758,500 shares of Common Stock issuable upon conversion of 43,034 shares of Series A Preferred Stock directly held by Fund II. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 9.9%. Row 13 is based on 164,264,062 shares of Common Stock outstanding as of January 22, 2026, consisting of (i) 142,376,529 shares of Common Stock outstanding as of November 5, 2025, as reported in the Company's most recent Quarterly Report on Form 10-Q, (ii) 11,129,033 shares of Common Stock sold in the Company's underwritten public offering, as reported in the Company's Current Report on Form 8-K filed on November 13, 2025, and (iii) 10,758,500 shares of Common Stock underlying the 43,034 shares of Series A Preferred Stock owned by Fund II, subject to the beneficial ownership limitation.


SCHEDULE 13D


Fairmount Funds Management LLC
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin, Managing Member
Date:01/22/2026
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak, Managing Member
Date:01/22/2026
Fairmount Healthcare Fund II GP LLC
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin, Managing Member
Date:01/22/2026
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak, Managing Member
Date:01/22/2026

Source: View Original Filing on SEC EDGAR