Robbins Andrew R 4

What Happened
Andrew R. Robbins, President, CEO and a director of Cogent Biosciences (COGT), transferred (gifted) 160,000 shares of common stock to a family trust on May 19, 2026. The Form 4 records the transaction as a gift (transaction code G) with an acquisition and disposition of 160,000 shares at $0.00, yielding a reported transaction value of $0. This was a non‑cash estate planning transfer rather than a market sale or purchase.

Key Details

• Transaction date: May 19, 2026; Form 4 filed May 21, 2026 (appears timely under the two‑business‑day rule).
• Transaction type/code: Gift (G). Reported price: $0.00; shares transferred: 160,000.
• Form shows both a disposition and an acquisition of 160,000 shares (insider → family trust).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnote: Mr. Robbins transferred the shares to a family trust for estate planning purposes (Footnote F1).
• No 10b5‑1 plan, tax withholding, or option exercise noted in this filing.

Context
Gifts to family trusts are commonly used for estate planning and do not represent a market sentiment buy or sell. Because no cash changed hands and the transfer was for estate planning, this filing does not indicate a typical insider purchase (potentially bullish) or a sale (liquidity event). Retail investors should treat this as a non‑market, personal/legal reallocation of ownership.