Commodore Capital discloses 1.8% Cogent Biosciences (COGT) ownership stake

Rhea-AI Filing Summary

Cogent Biosciences, Inc. received an updated ownership report from investment manager Commodore Capital LP and related filers on their holdings of Cogent’s common stock. As of December 31, 2025, the filers may be deemed to beneficially own 2,802,905 shares of common stock, representing 1.8% of the outstanding class.

The position consists of 2,196,845 common shares plus 606,060 additional shares that are issuable upon exercise of a warrant, which is subject to a 9.99% beneficial ownership limitation. The filing is made on Schedule 13G/A, and the filers certify that the securities are not held for the purpose of changing or influencing control of Cogent Biosciences.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Cogent Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

19240Q201

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Commodore Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,802,905.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,802,905.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,802,905.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.8 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Commodore Capital Master LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,802,905.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,802,905.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,802,905.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Robert Egen Atkinson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,802,905.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,802,905.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,802,905.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.8 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Michael Kramarz

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,802,905.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,802,905.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,802,905.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.8 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cogent Biosciences, Inc.
(b)	Address of issuer's principal executive offices: 275 Wyman Street, 3rd Floor, Waltham, MASSACHUSETTS, 02451.
Item 2.
(a)	Name of person filing: Commodore Capital LP Commodore Capital Master LP Robert Egen Atkinson Michael Kramarz Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 19240Q201
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 of the cover page for each Filer. This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of December 31, 2025, the Firm may be deemed to beneficially own an aggregate of 2,802,905 shares Common Stock, $0.001 par value per share (the "Common Stock"), of Cogent Biosciences, Inc. (the "Issuer"), consisting of (i) 2,196,845 shares of Common Stock, and (ii) 606,060 shares of Common Stock underlying a warrant which is subject to a beneficial ownership limitation of 9.99%. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on (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 and (ii) 11,129,033 shares of Common Stock sold in the Company's underwritten public offering, as reported in the Issuer's Rule 424(b)(5) Prospectus Supplement filed on November 12, 2025, plus 606,060 shares of Common Stock which the Filers may acquire upon the exercise of the warrants, subject to the beneficial ownership limitation of 9.99%.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	02/17/2026

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	02/17/2026

Robert Egen Atkinson

Signature:	Robert Egen Atkinson
Name/Title:	Authorized Signatory
Date:	02/17/2026

Michael Kramarz

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	02/17/2026

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

What ownership stake in Cogent Biosciences (COGT) does Commodore Capital report?

Commodore Capital and related filers report beneficial ownership of 2,802,905 Cogent Biosciences shares, equal to 1.8% of the common stock. This figure combines existing common shares with shares that could be issued from a warrant, subject to its ownership cap.

How many Cogent Biosciences (COGT) shares are held directly versus via warrants?

The filers report 2,196,845 Cogent Biosciences common shares plus 606,060 shares underlying a warrant. Those warrant shares are only issuable up to a 9.99% beneficial ownership limitation, which restricts how much of the company they can own at any one time.

What is the beneficial ownership percentage reported for Cogent Biosciences (COGT)?

The filing states that the filers beneficially own 1.8% of Cogent Biosciences’ common stock. This percentage is calculated using the company’s reported outstanding shares, additional shares from a public offering, and the warrant shares counted within the ownership limit.

Who are the reporting persons in this Cogent Biosciences (COGT) Schedule 13G/A?

The reporting persons are Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz. Commodore Capital LP acts as investment manager to Commodore Capital Master LP, while Atkinson and Kramarz are managing partners exercising investment discretion over the reported securities.

Is Commodore Capital’s Cogent Biosciences (COGT) stake reported as passive or for control purposes?

The filers certify that the Cogent Biosciences securities were not acquired and are not held to change or influence control of the issuer. They also state the holdings are not connected with any transaction intended to affect control, other than possible nomination activities under specified rules.

What limits apply to Commodore Capital’s Cogent Biosciences (COGT) warrant position?

The warrant underlying 606,060 Cogent Biosciences shares is subject to a 9.99% beneficial ownership limitation. This cap prevents the filers from exercising the warrant to the extent such exercise would cause their ownership percentage to exceed 9.99% of the outstanding common stock.