Evan Kearns - 17 Dec 2025 Form 4 Insider Report for Cogent Biosciences, Inc. (COGT)

Role
Chief Legal Officer
Signature
/s/ Evan D. Kearns
Issuer symbol
COGT
Transactions as of
17 Dec 2025
Transactions value $
-$4,954,999
Form type
4
Filing time
19 Dec 2025, 16:01:06 UTC
Previous filing
27 Jan 2025
Next filing
30 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kearns Evan Chief Legal Officer C/O COGENT BIOSCIENCES, INC., 275 WYMAN STREET, 3RD FLOOR, WALTHAM /s/ Evan D. Kearns 19 Dec 2025 0001745285

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COGT Common Stock Award $0 +40,000 $0 40,000 17 Dec 2025 Direct F1
transaction COGT Common Stock Award $0 +260,000 +650% $0 300,000 17 Dec 2025 Direct F2
transaction COGT Common Stock Tax liability -$4,954,998 -125,602 -42% $39.45 174,398 17 Dec 2025 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction COGT Stock Option (Right to Buy) Award $0 +55,000 $0 55,000 17 Dec 2025 Common Stock 55,000 $39.45 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Award of Restricted Stock Units ("RSUs") under the Issuer's 2018 Stock Option and Incentive Plan. The RSUs shall vest with respect to 1/4th of the underlying shares on each anniversary of the grant date, such that the RSUs are fully vested on the fourth anniversary of the grant date, subject to the Reporting Person's continuing service with the Issuer through such dates.
F2 Represents acquisition of shares of common stock in connection with the vesting of a performance-based RSU award granted in February 2023 (the "2023 PSUs").
F3 Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings in connection with the vesting of the 2023 PSUs.
F4 Includes previously reported shares of common stock underlying RSUs granted to the Reporting Person, which are subject to certain vesting conditions.
F5 This stock option shall vest in equal monthly installments over a four year period, subject to the Reporting Person's continuing service to the Issuer through such dates.