InsiderTrades

Form 4 for COGT Cogent Biosciences, Inc.

Accepted 2026-03-31 00:00:00 ET · period of report 2026-03-31 · accession 0001104659-26-038057 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DI 2026-03-31 2026-03-31 COGT Fairmount Funds Management LLC Dir C - Cnv Deriv — +7.00M 12.50M +127% —
DI 2026-03-31 2026-03-31 COGT Fairmount Funds Management LLC Dir S - Sale $34.66 -7.00M 5.50M -56% -$242.62M
DI 2026-03-31 2026-03-31 COGT Fairmount Funds Management LLC Dir C - Cnv Deriv $0.00 -28.0K 39.4K -42% $0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2026-03-31 C A 7,000,000 — 12,503,418 I Fairmount Healthcare Fund II LP — — (F1) Each share of Series A Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 250 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On March 31, 2026, the Reporting Persons converted 28,000 shares of Series A Convertible Preferred Stock into 7,000,000 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designations for the Series A Convertible Preferred Stock. (F2) Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the securities held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
2 Common Common Stock 2026-03-31 S D 7,000,000 $34.66 5,503,418 I Fairmount Healthcare Fund II LP — — (F2) Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the securities held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
3 Derivative Series A Convertible Preferred Stock 2026-03-31 C D 28,000 $0.00 39,414 I Fairmount Healthcare Fund II LP — · — to — 7,000,000 Common Stock (F2) Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the securities held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. (F1) Each share of Series A Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 250 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On March 31, 2026, the Reporting Persons converted 28,000 shares of Series A Convertible Preferred Stock into 7,000,000 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designations for the Series A Convertible Preferred Stock.