Ricciardi Lisa 4
4 · COGNITION THERAPEUTICS INC · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Cognition Therapeutics (CGTX) CEO Lisa Ricciardi Receives 800,000 RSU Award
What Happened
Lisa Ricciardi, CEO, President and a director of Cognition Therapeutics (CGTX), was granted 800,000 restricted stock units (RSUs) on 2026-02-03 (reported as an acquisition). To satisfy tax withholding on the RSU vesting, the issuer withheld a total of 77,740 shares in two withholding transactions: 26,036 shares on 2026-02-03 at $1.12 each ($29,160) and 51,704 shares on 2026-02-04 at $1.03 each ($53,255). The award itself is recorded at $0.00 per share in the filing because it is an RSU grant (contingent right to shares).
Key Details
- Primary grant: 800,000 RSUs (reported 2026-02-03) — each RSU is a contingent right to one share (Footnote F1).
- Tax withholding disposals: 26,036 shares @ $1.12 = $29,160 (2026-02-03); 51,704 shares @ $1.03 = $53,255 (2026-02-04). Total withheld: 77,740 shares, $82,415. (Footnote F2).
- Shares owned after transaction: Not specified in the provided filing.
- Filing timeliness: Form 4 filed 2026-02-05 for transactions on 2026-02-03 and 2026-02-04; appears timely.
- Transaction codes: A = award/grant; F = payment of exercise price or tax liability (withholding to cover taxes).
Context
RSUs are a form of compensation/retention award and convert to shares upon settlement; withholding shares to cover tax obligations is a routine corporate action and not an open-market sale. This filing records a grant (acquisition) plus routine tax-withholding disposals — factual reporting of compensation events rather than a directional buy/sell decision by the insider.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-03+800,000→ 1,790,266 total - Tax Payment
Common Stock
[F2]2026-02-03$1.12/sh−26,036$29,160→ 1,764,230 total - Tax Payment
Common Stock
[F2]2026-02-04$1.03/sh−51,704$53,255→ 1,712,526 total
- 38,851(indirect: By Spouse)
Common Stock
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.