Cumberland Pharma insider A.J. Kazimi adds to stake with small June buys

Rhea-AI Filing Summary

Cumberland Pharmaceuticals Inc. (CPIX) – Form 4 filing, 11 Jul 2025

Chairman, CEO and 10% owner A. J. Kazimi reported a series of open-market purchases carried out automatically under a Rule 10b5-1 trading plan adopted on 14 Nov 2024. Between 02 Jun 2025 and 30 Jun 2025 he bought about 160 common shares in 20 small daily lots (mostly 8 shares, last lot 16 shares). Purchase prices ranged from $6.00 at the start of the period to $2.60 at month-end, implying an average cost close to $5.0 per share (≈ $800 total).

Kazimi’s direct beneficial ownership increased from 5,699,268 to 5,699,428 shares. No derivative securities were involved. Because the transactions represent <0.003% of his existing stake and were pre-scheduled, the filing is largely administrative, although consistent insider buying—despite the share-price decline—can be viewed as a minor vote of confidence.

Positive

• Continued insider accumulation suggests management confidence, even as the share price declined over the period.
• Use of a Rule 10b5-1 plan demonstrates proactive compliance with updated insider-trading regulations.

Negative

• Purchase size is immaterial (<0.003% of holdings), offering little signaling value to institutional investors.
• Sharp price drop during buying window (from $6.00 to $2.60) underscores recent share-price weakness.

Insights

Securities Analyst

TL;DR – Very small, pre-planned insider buy; negligible direct impact on valuation.

The CEO purchased ~160 shares over June under a 10b5-1 plan at prices that fell sharply mid-month. Dollar value (≈$0.8 k) is immaterial against his 5.7 m-share position and CPIX’s market cap, so no earnings or liquidity signal is implied. Still, continued buying as the stock slid toward $2.60 might modestly reassure retail holders that management sees longer-term value. Overall, I classify the disclosure as neutral with no forecast changes.

Corporate Governance Expert

TL;DR – Procedural Form 4; signals alignment but lacks materiality.

The filing satisfies Section 16 requirements and highlights adherence to the newer Rule 10b5-1(c) affirmative defense. Because trades were automated, they do not indicate opportunistic timing. The minute volumes (0.003% ownership change) mean governance or control dynamics remain unchanged. Impact on shareholder rights, voting power, or takeover defenses is non-impactful.

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^*

KAZIMI A J

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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	8(1)	A	$5.2	5,699,268	D
Common Stock	06/03/2025		P	V	8(1)	A	$5.61	5,699,276	D
Common Stock	06/04/2025		P	V	8(1)	A	$5.75	5,699,284	D
Common Stock	06/05/2025		P	V	8(1)	A	$5.46	5,699,292	D
Common Stock	06/06/2025		P	V	8(1)	A	$5.57	5,699,300	D
Common Stock	06/09/2025		P	V	8(1)	A	$5.94	5,699,308	D
Common Stock	06/10/2025		P	V	8(1)	A	$6	5,699,316	D
Common Stock	06/11/2025		P	V	8(1)	A	$5.57	5,699,324	D
Common Stock	06/12/2025		P	V	8(1)	A	$5.67	5,699,332	D
Common Stock	06/13/2025		P	V	8(1)	A	$5.81	5,699,340	D
Common Stock	06/16/2025		P	V	8(1)	A	$5.32	5,699,348	D
Common Stock	06/17/2025		P	V	8(1)	A	$5.61	5,699,356	D
Common Stock	06/18/2025		P	V	8(1)	A	$5.52	5,699,364	D
Common Stock	06/20/2025		P	V	8(1)	A	$5.29	5,699,372	D
Common Stock	06/23/2025		P	V	8(1)	A	$4.61	5,699,380	D
Common Stock	06/24/2025		P	V	8(1)	A	$3.91	5,699,388	D
Common Stock	06/25/2025		P	V	8(1)	A	$3.27	5,699,396	D
Common Stock	06/26/2025		P	V	8(1)	A	$2.71	5,699,404	D
Common Stock	06/27/2025		P	V	8(1)	A	$2.6	5,699,412	D
Common Stock	06/30/2025		P	V	16(1)	A	$2.74	5,699,428	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:

	A.J. Kazimi 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 CEO A. J. Kazimi buy according to the July 2025 Form 4?

He purchased about 160 common shares in June 2025.

What price range did the CPIX insider pay for the shares?

Prices ranged from $6.00 on 10 June to $2.60 on 27 June 2025.

Does Kazimi now own more than 5.7 million CPIX shares?

Yes. His direct beneficial ownership increased to 5,699,428 shares.

Were the transactions executed under a Rule 10b5-1 trading plan?

Yes. The filing states the purchases were automatic under a 10b5-1 plan adopted on 14 Nov 2024.

Is this insider activity considered material to CPIX investors?

Given the very small share count and pre-scheduled nature, the impact is generally viewed as neutral.