Form 4: Cogent Biosciences CLO Reports Equity Transactions

Cogent Biosciences' Chief Legal Officer, Evan Kearns, reported significant equity transactions including RSU awards, PSU vesting, and stock option grants.

Summary

• Evan Kearns, Chief Legal Officer of Cogent Biosciences, Inc., reported multiple equity transactions on December 17, 2025.
• Acquired 40,000 Restricted Stock Units (RSUs) under the Issuer's 2018 Stock Option and Incentive Plan, which will vest with respect to 1/4th of the underlying shares on each anniversary of the grant date over four years.
• Acquired 260,000 shares of common stock in connection with the vesting of a performance-based RSU award granted in February 2023 (the "2023 PSUs").
• Disposed of 125,602 shares of common stock at a price of $39.45 per share to cover required tax withholdings related to the vesting of the 2023 PSUs.
• Acquired 55,000 stock options with an exercise price of $39.45, which will vest in equal monthly installments over a four-year period.
• Following these reported transactions, Evan Kearns beneficially owns 174,398 shares of common stock directly and 55,000 stock options directly.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to significant equity awards to a key executive, indicating continued alignment of interests and potential confidence in future performance, offset by the routine nature of the filing.

Positives

• Chief Legal Officer Evan Kearns received significant equity awards (40,000 RSUs and 55,000 stock options), aligning his interests with shareholders.
• The vesting of 260,000 performance-based RSUs indicates the achievement of performance targets set in February 2023.

Negatives

• No inherently negative information is presented. The disposition of shares was solely for tax withholding purposes, a standard practice associated with equity vesting.

Future Outlook

The filing indicates future vesting schedules for newly awarded Restricted Stock Units and stock options, which will occur over the next four years, subject to the Chief Legal Officer's continued service.

Management Comments

• No direct management comments or quotes are provided in this Form 4 filing.

Industry Context

This Form 4 filing is a routine disclosure of insider equity transactions and does not provide information directly related to broader industry trends or the competitive landscape.

Comparison to Industry Standards

• Not applicable. This filing reports individual insider transactions, not company performance metrics that can be benchmarked against industry standards or competitors.

Stakeholder Impact

• Shareholders: Increased alignment of management's interests with shareholders through significant equity awards, potentially signaling confidence in the company's future.
• Employees: The equity awards serve as an incentive for the Chief Legal Officer's continued service and performance.

Next Steps

• Continued vesting of 40,000 RSUs over the next four years, subject to continued service.
• Continued vesting of 55,000 stock options over the next four years, subject to continued service.

Key Dates

Keywords

Cogent Biosciences, COGT, Evan Kearns, Chief Legal Officer, Insider Trading, Form 4, Restricted Stock Units, Stock Options, Performance Share Units, Equity Awards, Beneficial Ownership