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Cumberland Pharmaceuticals Insider Buys 0.3% More Shares Under 10b5-1 Plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 filing for Cumberland Pharmaceuticals Inc. (CPIX) details a series of open-market purchases executed by director Kenneth J. Krogulski under an existing Rule 10b5-1 trading plan adopted on 14 Nov 2024.

  • Transaction window: 2 Jun 2025 – 30 Jun 2025 (20 trading days).
  • Shares acquired: 935 common shares (19 trades of 45 shares each and one trade of 80 shares).
  • Total cost basis: purchase prices ranged from $2.60 – $6.00 per share, indicating declining market prices over the period.
  • Ownership change: holdings rose from 285,743 to 286,633 shares, a 0.3% increase.
  • Transaction code “P” confirms open-market purchases; the “V” footnote references execution under the 10b5-1 plan.

No derivative securities were reported, and there were no dispositions. The filing is routine in nature and does not announce any corporate events, earnings data, or material changes beyond the incremental insider accumulation.

Positive

  • 935 common shares were purchased, increasing insider ownership to 286,633 shares.
  • Purchases occurred even as the share price fell, suggesting the director was willing to accumulate at lower valuations.

Negative

  • Total shares acquired represent only 0.3 % of the director’s existing stake, limiting informational value.
  • Transactions were executed under a pre-set Rule 10b5-1 plan, reducing their signaling power regarding current insider sentiment.

Insights

TL;DR: Director bought 935 CPIX shares via 10b5-1 plan; small, routine insider accumulation—marginally positive signal.

Director Kenneth Krogulski executed 20 scheduled purchases totalling 935 shares in June 2025, lifting his direct stake to 286,633 shares. At the period’s volume-weighted average price of roughly $4.70, the outlay is under $4.5 k—immaterial relative to market cap and his existing holding. Nonetheless, consistent buying while the share price slid from $6.00 to $2.60 can be read as a modest vote of confidence. Because trades were pre-arranged, they provide limited insight into real-time sentiment. From a valuation perspective, the incremental 0.3 % ownership uptick is unlikely to influence float or trading dynamics. Overall impact on CPIX investment thesis is neutral to slightly positive.

TL;DR: Scheduled micro-purchases signal stability, not a catalyst; negligible portfolio impact.

The Form 4 shows a disciplined drip-buy strategy under Rule 10b5-1, averaging ≈47 shares/day. The director averaged down as CPIX declined 57 % during the month. While insider buying generally supports alignment, the financial commitment is de-minimis and unlikely to precede significant corporate actions. I classify the disclosure as not impactful for portfolio positioning; position sizing or risk budget for CPIX should remain unchanged.

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).
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*
Krogulski Kenneth

(Last) (First) (Middle)
1600 WEST END AVE., SUITE 1300

(Street)
NASHVILLE TN 37203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CUMBERLAND PHARMACEUTICALS INC [ CPIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Common Stock 06/02/2025 P V 45(1) A $5.2 285,743 D
Common Stock 06/03/2025 P V 45(1) A $5.61 285,788 D
Common Stock 06/04/2025 P V 45(1) A $5.75 285,833 D
Common Stock 06/05/2025 P V 45(1) A $5.46 285,878 D
Common Stock 06/06/2025 P V 45(1) A $5.57 285,923 D
Common Stock 06/09/2025 P V 45(1) A $5.94 285,968 D
Common Stock 06/10/2025 P V 45(1) A $6 286,013 D
Common Stock 06/11/2025 P V 45(1) A $5.57 286,058 D
Common Stock 06/12/2025 P V 45(1) A $5.67 286,103 D
Common Stock 06/13/2025 P V 45(1) A $5.81 286,148 D
Common Stock 06/16/2025 P V 45(1) A $5.32 286,193 D
Common Stock 06/17/2025 P V 45(1) A $5.61 286,238 D
Common Stock 06/18/2025 P V 45(1) A $5.52 286,283 D
Common Stock 06/20/2025 P V 45(1) A $5.29 286,328 D
Common Stock 06/23/2025 P V 45(1) A $4.61 286,373 D
Common Stock 06/24/2025 P V 45(1) A $3.91 286,418 D
Common Stock 06/25/2025 P V 45(1) A $3.27 286,463 D
Common Stock 06/26/2025 P V 45(1) A $2.71 286,508 D
Common Stock 06/27/2025 P V 45(1) A $2.6 286,553 D
Common Stock 06/30/2025 P V 80(1) A $2.74 286,633 D
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
Explanation of Responses:
1. The reported purchase occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 14, 2024.
Remarks:
Kenneth J. Krogulski by /s/ John Hamm as attorney-in-fact 07/11/2025
** 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.

FAQ

How many CPIX shares did director Kenneth Krogulski buy in June 2025?

He acquired 935 common shares across 20 trades from 2 Jun 2025 to 30 Jun 2025.

What was the price range of the CPIX insider purchases?

The trades were executed between $2.60 and $6.00 per share.

Did the Form 4 include any sales or derivative transactions?

No. The filing reports only open-market purchases; no sales or derivative securities were disclosed.

What is the director’s total direct ownership after these transactions?

Following the reported trades, Kenneth Krogulski directly owns 286,633 CPIX shares.

Were the trades part of a Rule 10b5-1 trading plan?

Yes. Footnote 1 states the purchases were executed automatically under a 10b5-1 plan adopted 14 Nov 2024.
Cumberland Pharmaceuticals Inc

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45.47M
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Drug Manufacturers - Specialty & Generic
Pharmaceutical Preparations
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United States
NASHVILLE,