Form 4: Cogent Biosciences Director Peter Harwin Granted Stock Options

Cogent Biosciences, Inc. Director Peter Evan Harwin was granted 44,700 stock options with an exercise price of $5.64, vesting over approximately one year.

Summary

• Peter Evan Harwin, a Director of Cogent Biosciences, Inc. (COGT), was granted 44,700 stock options on June 4, 2025.
• The options have an exercise price of $5.64 per share.
• These options will vest in full upon the earlier of the first anniversary of the grant date (June 4, 2026) or the date of the 2026 Annual Meeting of Stockholders.
• The options are set to expire on June 4, 2035.
• Mr. Harwin disclaims beneficial ownership of these options and the underlying common stock, as he holds them for investment vehicles managed by Fairmount Funds Management LLC and is obligated to turn over any proceeds to them.

Sentiment

Score: 6

Explanation: Slightly positive due to alignment of director's interests with shareholders through equity compensation, which is a standard and expected practice.

Positives

• The grant of stock options to a director aligns their interests with those of shareholders, incentivizing long-term company performance.
• The exercise price of $5.64 provides a clear benchmark for future stock performance relative to the grant.

Risks

• The value of the stock options is dependent on the future market price of Cogent Biosciences' common stock, meaning they could become worthless if the stock price falls below the exercise price.

Future Outlook

NA

Management Comments

• Under the Reporting Person's arrangement with Fairmount Funds Management LLC (the "Adviser"), the Reporting Person holds the option for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option for the benefit of such Fairmount Fund. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

Industry Context

This transaction is a routine equity compensation grant to a director, common practice across industries, including the biotechnology sector, to attract and retain talent and align management incentives with shareholder value creation.

Comparison to Industry Standards

• The grant of stock options to directors is a standard component of compensation packages in publicly traded companies, particularly in the biotech industry where long-term value creation is paramount.
• While specific grant sizes and vesting schedules vary, this type of equity incentive is comparable to practices seen at companies like Biogen Inc. or Moderna, Inc., which frequently use stock options and restricted stock units to compensate their non-employee directors and executives.
• The vesting schedule (approximately one year) is also a common approach for director grants, aiming to provide an immediate incentive while retaining the director's commitment.

Related Party Transactions

• The arrangement where Peter Evan Harwin holds the option for investment vehicles managed by Fairmount Funds Management LLC, and is obligated to turn over proceeds, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The grant of options aims to align the director's financial interests with shareholder value creation, potentially leading to better long-term performance.

Next Steps

• The stock options will vest upon the earlier of June 4, 2026, or the date of the 2026 Annual Meeting of Stockholders.

Key Dates

Keywords

Cogent Biosciences, COGT, Peter Evan Harwin, stock options, insider transaction, Form 4, beneficial ownership, director compensation, equity grant