COGNITION THERAPEUTICS INC·4

Feb 5, 5:26 PM ET

Caggiano Anthony 4

4 · COGNITION THERAPEUTICS INC · Filed Feb 5, 2026

Research Summary

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Cognition Therapeutics (CGTX) CMO Anthony Caggiano Receives RSU Award

What Happened
Anthony Caggiano, Chief Medical Officer of Cognition Therapeutics (CGTX), was granted 400,000 restricted stock units (RSUs) on Feb 3, 2026. To cover tax withholding tied to the vesting/settlement, the issuer withheld 11,488 shares on Feb 3 at $1.12 ($12,867) and 26,919 shares on Feb 4 at $1.03 ($27,727), for a total of 38,407 shares withheld (~$40,594). The RSU grant itself had no exercise price (reported $0.00) and is an award rather than an open-market purchase.

Key Details

  • Transaction types: A = Award/Grant (400,000 RSUs on 2026-02-03); F = Shares withheld for tax withholding (11,488 @ $1.12 on 2026-02-03; 26,919 @ $1.03 on 2026-02-04).
  • Withheld total: 38,407 shares; cash value withheld reported ≈ $40,594. Net shares expected upon settlement: 400,000 − 38,407 = 361,593.
  • Footnotes: F1 — each RSU is a contingent right to one share upon settlement; F2 — withheld shares were used to satisfy tax withholding obligations.
  • Filing/timeliness: Form 4 filed 2026-02-05 for transactions on 2026-02-03–02-04; this filing appears timely (filed within the Form 4 two-business-day window).
  • Shares owned after transaction: not specified in the information provided.

Context
RSU grants are compensation awards and are common for executives; withholding shares to cover taxes is a routine administrative step (not a market sale). This filing documents an award and associated tax-withholding disposition — not a purchase or open-market sale.

Insider Transaction Report

Form 4
Period: 2026-02-03
Caggiano Anthony
Chief Medical Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-03+400,000907,993 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-03$1.12/sh11,488$12,867896,505 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-04$1.03/sh26,919$27,727869,586 total
Footnotes (2)
  • [F1]Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.
  • [F2]Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
Signature
/s/ Lisa Ricciardi, Attorney-in-Fact|2026-02-05

Documents

1 file
  • 4
    tm265419-1_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT