Michaelson Jennifer 4

What Happened

• Jennifer Michaelson, Chief Scientific Officer of Cullinan Therapeutics (CGEM), exercised options to acquire 8,000 shares at $4.30 ($34,400) and completed open‑market sales of 11,742 shares (3,742 @ $13.62 and 8,000 @ $14.30) for aggregate proceeds of $165,366 on February 20, 2026.
• In addition, the filing shows an 8,000‑share derivative conversion/disposition reported at $0.00 (no cash proceeds) tied to vested awards. The activity includes both an acquisition (option exercise) and routine sales (including tax‑related dispositions).

Key Details

• Transaction dates: All transactions reported on 2026-02-20; Form 4 filed 2026-02-23 (timely).
• Trades and amounts:
  • Sold 3,742 shares @ $13.62 = $50,966 (open market).
  • Acquired 8,000 shares @ $4.30 = $34,400 (exercise/conversion).
  • Sold 8,000 shares @ $14.30 = $114,400 (open market).
  • Disposition of 8,000 shares @ $0.00 = $0 (derivative conversion/vesting).
• Cash proceeds from open‑market sales: $165,366.
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Notable footnotes:
  • F1: Some shares were sold to cover personal income tax obligations upon vesting of restricted stock units.
  • F2: At least one transaction was effected pursuant to a Rule 10b5‑1 trading plan established Aug 7, 2025 (preplanned sale).
  • F3: The awards involved had a vesting schedule (25% vested July 4, 2020; remaining in 36 monthly installments).

Context

• The filing shows a common pattern: exercising options (acquisition) paired with sales and tax‑related share dispositions. Sales to cover tax withholding or executed under a 10b5‑1 plan are typically routine and not a clear directional signal about management’s view of the stock.
• For retail investors: the net effect was a reduction in Michaelson’s holdings (more shares were disposed than acquired when counting the derivative disposition), but the transactions include non‑cash, tax‑related conversions and a preplanned sale.