SCHEDULE: Fairmount Funds Maintains Cogent Bio Stake Amid Offerings

Fairmount Funds Management and Fairmount Healthcare Fund II GP LLC report a 9.9% beneficial ownership in Cogent Biosciences, Inc. and enter a 45-day lock-up agreement following recent company offerings.

Summary

• Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC collectively beneficially own 15,877,418 shares of Cogent Biosciences, Inc. Common Stock.
• This represents 9.9% of the company's outstanding Common Stock, based on 160,379,562 shares outstanding as of November 13, 2025.
• The holdings comprise 9,003,418 shares of common stock and 6,874,000 shares issuable upon conversion of Series A Convertible Preferred Stock.
• Fairmount Funds Management entered into a 45-day lock-up agreement, restricting the sale of Cogent Biosciences securities without underwriter consent, in connection with the company's recent public offerings.
• The reporting persons did not participate in the company's recent common stock offering (closed November 13, 2025) or the upcoming convertible senior notes offering (expected to close November 18, 2025).

Sentiment

Score: 5

Explanation: Neutral. While the percentage ownership decreased due to dilution, the lock-up agreement is a standard, positive signal for market stability post-offering. The filing primarily reports a factual update on ownership and a standard agreement, not performance.

Positives

• Fairmount Funds Management's entry into a 45-day lock-up agreement demonstrates a commitment to market stability post-offering, aligning with standard market practices for significant shareholders.

Negatives

• The beneficial ownership percentage of Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC decreased to 9.9% due to the dilution from Cogent Biosciences' recent public offerings, even though the number of shares held by Fairmount remained constant.

Risks

• Dilution of existing shareholders due to the company's recent public offerings of common stock and convertible senior notes.
• Potential downward pressure on share price if Fairmount Funds Management sells shares after the 45-day lock-up period expires.

Future Outlook

The filing indicates that Cogent Biosciences recently completed a common stock offering and expects to close a convertible senior notes offering, suggesting ongoing capital raising activities to support future operations or strategic initiatives.

Industry Context

This filing reflects a common occurrence in the biotechnology sector where companies frequently raise capital through public offerings to fund research, development, and clinical trials. Institutional investors like Fairmount Funds often adjust their reported ownership percentages due to these capital raises, even if their absolute share count remains stable, as the total outstanding shares increase.

Comparison to Industry Standards

• The 45-day lock-up agreement is a standard practice in underwritten public offerings, demonstrating commitment from significant shareholders and reducing immediate selling pressure post-offering, consistent with industry norms.
• The dilution of existing shareholders' percentage ownership due to new share issuances is typical for growth-stage biotechnology companies that rely on capital markets for funding, similar to other firms in the sector undertaking clinical development.

Stakeholder Impact

• Shareholders: Experience dilution of their ownership percentage due to new share issuances. The lock-up agreement provides short-term stability by preventing a major shareholder from selling immediately.
• Creditors (future): The convertible senior notes offering will introduce new debt, potentially impacting the company's capital structure and future debt-servicing capacity.

Next Steps

• Expiration of the 45-day lock-up period for Fairmount Funds Management, after which they would be free to sell shares without underwriter consent.
• Closing of Cogent Biosciences' underwritten public offering of convertible senior notes on November 18, 2025.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership percentage due to company-level dilution from recent capital raises and a standard lock-up agreement. It does not provide new information on the company's operational performance or strategic direction that would warrant a 'buy' or 'sell' recommendation. The dilution is a negative, but the lock-up provides some stability. Investors should hold and await further operational updates from Cogent Biosciences.

Keywords

Cogent Biosciences, Fairmount Funds, Schedule 13D, Beneficial Ownership, Lock-Up Agreement, Public Offering, Convertible Senior Notes, Common Stock, Institutional Investor, Biotechnology