Form 4: Fairmount Funds Converts, Sells COGT Stock

Fairmount Funds Management LLC converted preferred stock into 7 million common shares of Cogent Biosciences, then sold all those shares for $34.66 each.

Summary

• Fairmount Funds Management LLC, identified as a 10% owner and potentially a director by deputization, reported transactions in Cogent Biosciences, Inc. (COGT) stock.
• On March 31, 2026, Fairmount converted 28,000 shares of Series A Convertible Preferred Stock into 7,000,000 shares of Common Stock for no cash consideration.
• Immediately following the conversion, Fairmount disposed of all 7,000,000 newly acquired Common Stock shares at a price of $34.66 per share.
• The conversion was executed in accordance with the Certificate of Designations for the Series A Convertible Preferred Stock.
• After these reported transactions, Fairmount Healthcare Fund II LP beneficially owns 5,503,418 shares of Cogent Biosciences Common Stock.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a moderately negative signal due to the significant insider sale, which could imply a lack of confidence or a strategic portfolio rebalancing by a major shareholder.

Positives

• Fairmount Funds Management LLC successfully monetized 7,000,000 shares of Common Stock at a price of $34.66 per share, realizing significant value from their investment.

Negatives

• A significant insider sale of 7,000,000 shares by a 10% owner and director by deputization could be perceived by the market as a lack of confidence in the company's future prospects or that the stock is fully valued.
• The sale represents a substantial reduction in the reporting person's common stock holdings following the conversion.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

StockSavvy.ai notes that insider sales, especially by significant shareholders or those with board representation, are closely watched by the market as they can signal management's or large investors' views on future prospects. Such transactions often lead to increased scrutiny of the company's valuation and operational performance.

Related Party Transactions

• The reported transactions involve Fairmount Funds Management LLC, a 10% owner and potential director by deputization, making them related party dealings.

Stakeholder Impact

• Shareholders may interpret the significant insider sale negatively, potentially leading to downward pressure on the stock price.
• The transaction could influence investor sentiment regarding the company's valuation and future growth prospects.

Key Dates

Recommendation

A significant sale by a 10% owner and director by deputization, especially after converting preferred stock to common stock specifically for sale, suggests that this major insider sees more value in exiting a portion of their common stock position at the current price. This action could signal a belief that the stock's near-term upside is limited or that the current valuation is attractive for profit-taking, leading a seasoned investor to consider selling.

Keywords

Cogent Biosciences, COGT, Fairmount Funds, insider trading, Form 4, stock sale, preferred stock conversion, beneficial ownership