Form 4: Cogent Biosciences CFO Boosts Equity Holdings

Cogent Biosciences' Chief Financial Officer, John L. Green, reported significant equity transactions including RSU awards, PSU vesting, and stock option grants.

Summary

• John L. Green, Chief Financial Officer of Cogent Biosciences, Inc. (COGT), reported multiple equity transactions on December 17, 2025.
• He was awarded 50,000 Restricted Stock Units (RSUs) under the Issuer's 2018 Stock Option and Incentive Plan, which will vest 1/4th annually over four years.
• An acquisition of 300,000 shares of common stock occurred due to the vesting of a performance-based RSU award granted in February 2023 (the "2023 PSUs").
• Green surrendered 145,007 shares of common stock to the Issuer at a price of $39.45 per share to cover required tax withholdings related to the vesting of the 2023 PSUs.
• He was also granted 65,000 stock options with an exercise price of $39.45, which will vest in equal monthly installments over a four-year period and expire on December 17, 2035.
• Following these transactions, Green beneficially owns 208,834 shares of common stock (including previously reported RSUs subject to vesting) and 65,000 derivative stock options.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the CFO received significant new equity awards and saw performance-based units vest, indicating continued compensation and alignment with company performance. The tax withholding is a standard part of equity compensation and does not reflect negative sentiment.

Positives

• The CFO received a new award of 50,000 Restricted Stock Units, aligning his future incentives with shareholder value.
• 300,000 performance-based RSUs vested, indicating the achievement of prior performance targets.
• A grant of 65,000 stock options further incentivizes the CFO's long-term commitment and performance.

Negatives

• 145,007 shares were surrendered to cover tax withholdings, reducing the immediate direct share ownership.

Future Outlook

The future outlook indicates continued alignment of the CFO's compensation with the company's long-term performance through multi-year vesting schedules for RSUs and stock options, extending through December 2029 for vesting and December 2035 for option expiration.

Industry Context

These transactions represent routine equity compensation events for a Chief Financial Officer at a publicly traded biotechnology company, reflecting standard practices for executive incentive and retention within the industry.

Stakeholder Impact

• Shareholders: The equity awards align the CFO's financial interests with long-term shareholder value creation, potentially fostering stronger performance incentives.
• Employees: These compensation events reflect the company's executive compensation strategy, which can influence broader employee incentive programs.

Next Steps

• Continued vesting of 50,000 RSUs annually over the next four years, with the first tranche vesting on December 17, 2026.
• Continued monthly vesting of 65,000 stock options over the next four years.
• Potential exercise of stock options by December 17, 2035.

Key Dates

Keywords

Cogent Biosciences, COGT, Form 4, Insider Transaction, Restricted Stock Units, RSU, Performance Share Units, PSU, Stock Options, Equity Compensation, Chief Financial Officer