Fairmount Funds Management LLC 4

What Happened
Fairmount Funds Management LLC (reported as a director-affiliate) sold 3,500,000 shares of Cogent Biosciences (COGT) on January 22, 2026, at $36.40 per share for a total of $127,400,000. The transaction is reported as a sale (S) via open market or private sale and therefore represents a disposal of shares rather than a purchase.

Key Details

• Transaction date: 2026-01-22; Price: $36.40 per share; Proceeds: $127,400,000.
• Transaction type: Sale (open market or private sale), reporting code S.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Timeliness: Reported on the same date (2026-01-22), no late filing indicated.
• Joint filing/relationships: Form 4 is filed jointly with Fairmount Healthcare Fund II GP LLC. The filing notes that Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting and investment power over Fund II holdings but disclaim beneficial ownership except for pecuniary interest (Footnote F1).
• Footnote F2 (conversion note): Separately explains Series A convertible preferred stock converts into common stock at a 1:250 ratio subject to a 9.9% ownership cap; this footnote describes conversion limits and is not a separate reported conversion in this transaction.

Context
This trade was executed by an institutional/affiliate entity (Fairmount), not an individual executive; such sales can reflect portfolio or fund-level decisions rather than CEO/CFO sentiment. The filing discloses governance relationships (including that Peter Harwin serves on Cogent's board and is a managing member of Fairmount Funds Management), but the Form 4 itself records only the sale of shares and provides no explanation for the disposition.