Ricciardi Lisa 4

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.