Mangoceuticals (MGRX) reprices CEO Jacob Cohen stock options to $0.45

Rhea-AI Filing Summary

MANGOCEUTICALS, INC. Chief Executive Officer Jacob D. Cohen reported an option repricing approved by the Board and its Compensation Committee. On the effective date, existing stock options covering 50,000, 83,333 and 2,000,000 shares of common stock were surrendered to the company and replaced on a one-for-one basis.

The replacement options cover the same total number of underlying shares but now carry a new exercise price of $0.45 per share, which the company states exceeded the Nasdaq closing price on the effective date. All other terms of the options, including prior vesting schedules, remain unchanged. Following these changes, Cohen also reports direct holdings of 200,000 and 605,000 shares of common stock.

Insights

Equity compensation analyst

Mangoceuticals reprices CEO options to $0.45, exchanging prior higher-strike awards without open-market trades.

The filing shows a Board- and Compensation Committee-approved repricing of Jacob Cohen’s stock options. Options with exercise prices of $16.50, $4.80 and $2.30 were surrendered back to the issuer and replaced, share-for-share, with new options exercisable at $0.45.

The total optioned share counts of 50,000, 83,333 and 2,000,000 remain the same, and footnotes state all other terms, including vesting conditions, are unchanged. This is a compensation-structure adjustment under Exchange Act Rules 16b-6(d) and 16b-3, rather than a cash buy or sale of stock.

The filing also reports direct common stock positions of 200,000 and 605,000 shares. Overall, this is a routine but sizable option repricing, with its significance depending on how the revised strike price affects the incentive value of Cohen’s equity awards over time.

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

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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^*

Cohen Jacob D.

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

17130 N. DALLAS PARKWAY, SUITE 240

(Street)

DALLAS TEXAS 75248

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MANGOCEUTICALS, INC. [ MGRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock								200,000	D(1)
Common Stock								605,000	D(2)

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)	$16.5	03/16/2026		D(3)			50,000	(4)	09/01/2027	Common Stock	50,000	$0	0	D(1)
Stock Option (right to buy)	$0.45	03/16/2026		A(3)		50,000		(4)	09/01/2027	Common Stock	50,000	$0	50,000	D(1)
Stock Option (right to buy)	$4.8	03/16/2026		D(3)			83,333	12/28/2023	12/28/2028	Common Stock	83,333	$0	0	D(1)
Stock Option (right to buy)	$0.45	03/16/2026		A(3)		83,333		12/28/2023	12/28/2028	Common Stock	83,333	$0	83,333	D(1)
Stock Option (right to buy)	$2.3	03/16/2026		D(3)			2,000,000	(5)	09/09/2035	Common Stock	2,000,000	$0	0	D(1)
Stock Option (right to buy)	$0.45	03/16/2026		A(3)		2,000,000		(5)	09/09/2035	Common Stock	2,000,000	$0	2,000,000	D(1)

1. Name and Address of Reporting Person^*

Cohen Jacob D.

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

17130 N. DALLAS PARKWAY, SUITE 240

(Street)

DALLAS TEXAS 75248

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Tiger Cub Trust

(Last) (First) (Middle)

C/O MANGOCEUTICALS, INC.

17130 N. DALLAS PARKWAY, SUITE 240

(Street)

DALLAS TEXAS 75248

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents Mr. Cohen's direct ownership of the Issuer.

2. Shares held directly by The Tiger Cub Trust, which is beneficially owned by Jacob D. Cohen, its Trustee. Mr. Cohen disclaims beneficial ownership of the securities held by The Tiger Cub Trust except to the extent of his pecuniary interest therein.

3. On March 16, 2026, the Issuer's Board of Directors, with the recommendation and approval of the Compensation Committee of the Board of Directors, approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced on March 16, 2026 (the "Effective Date") with a new exercise price of $0.45, which exceeded the closing price on Nasdaq as of the Effective Date. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

4. A total of 1/3 of such options vested on each of September 1, 2023, 2024 and 2025.

5. The options vest over 18 months with 500,000 of the options vesting upon grant on September 9, 2025, and 500,000 of the options vesting on the 6th, 12th, and 18th month anniversaries of the grant date, subject to Mr. Cohen's continued service with the Company on such vesting date; and vest in full upon any termination of Mr. Cohen by the Company without cause, or by Mr. Cohen for good reason, or upon a change of control of the Company.

	/s/ Jacob D. Cohen	03/20/2026
	/s/ Jacob D. Cohen, Trustee, The Tiger Cub Trust	03/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MANGOCEUTICALS (MGRX) CEO Jacob Cohen report?

The CEO reported an option repricing, surrendering several existing stock option grants to the company and receiving replacement options for the same share amounts at a new $0.45 exercise price. No open-market stock purchases or sales were disclosed in this filing.

How many Mangoceuticals (MGRX) options were repriced for Jacob Cohen?

The repricing covered options on 50,000, 83,333 and 2,000,000 shares of common stock. Each original grant was disposed of to the issuer and replaced one-for-one with new options on the same number of underlying shares at the revised $0.45 exercise price.

What is the new exercise price of Jacob Cohen’s Mangoceuticals (MGRX) options?

All the affected options now carry a new exercise price of $0.45 per share. Footnotes state this price exceeded the Nasdaq closing price on the March 16, 2026 effective date, while all other option terms, such as vesting schedules and expirations, remain unchanged.

Were Jacob Cohen’s original Mangoceuticals (MGRX) option terms otherwise changed?

According to the filing, only the exercise price was adjusted to $0.45 per share. The company notes that all other terms of the options remain the same, including existing vesting schedules and expiration dates described for the respective option grants in the footnotes.

Does the Mangoceuticals (MGRX) filing show Jacob Cohen’s current common stock holdings?

Yes. The filing reports two direct common stock positions, one showing 200,000 shares and another showing 605,000 shares following the reported date. These entries describe direct ownership and are separate from the repriced stock option awards described elsewhere in the disclosure.

Who approved the Mangoceuticals (MGRX) option repricing for Jacob Cohen?

The option repricing was approved by the Board of Directors, following recommendation and approval by the Board’s Compensation Committee. The filing also notes that the transactions were exempt under Exchange Act Rules 16b-6(d) and 16b-3 governing certain insider equity compensation adjustments.