SEC Form 4 · accession 0001193125-26-377001
Cogent Biosciences, Inc. · COGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arlene Morris
Director
Period of report
Aug 27, 2026
Accepted (ET)
Aug 31, 2026 · 5:01 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001622229
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 27, 2026 | M | 41,927 | $5.64 | A | 41,927 | D | |
| Common Stock | Aug 27, 2026 | M | 3,583 | $2.52 | A | 45,510 | D | |
| Common StockF2 | Aug 27, 2026 | S | 42,349 | $37.0925 | D | 3,161 | D | |
| Common StockF3 | Aug 27, 2026 | S | 3,161 | $37.5396 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $5.64 | Aug 27, 2026 | M | 41,927 | D | — | Jun 4, 2035 | Common Stock | 41,927 | 2,773 | D |
| Stock Option (Right to Buy)F4 | $2.52 | Aug 27, 2026 | M | 3,583 | D | — | Jun 9, 2030 | Common Stock | 3,583 | 0 | D |
Explanation of responses
- F1Transactions effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2026.
- F2The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $36.46 to $37.45. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F3The price reported represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $37.46 to $37.65. Upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F4These options are fully vested.