CAIN CHRISTOPHER W. 4

What Happened

• Christopher W. Cain, a member of Cogent Biosciences' board of directors, was granted a derivative award on 2026-06-09: options covering 17,901 shares reported at $0.00 (no cash paid at grant). This is an award/option grant (transaction code A), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-06-09; Form 4 filed: 2026-06-11 (filed within the standard 2-business-day requirement).
• Grant: 17,901 option shares; reported acquisition price $0.00 (grant reported as $0 cash).
• Vesting: The option vests in full on the earlier of the first anniversary of the grant or the 2027 Annual Meeting of Stockholders, subject to continued service (footnote).
• Beneficial ownership: Cain holds the option for one or more investment vehicles managed by Fairmount Funds Management LLC and must turn over any net cash or stock from the option to the Adviser/Fairmount Fund; he disclaims beneficial ownership for these funds (footnote).
• Shares owned after transaction: Not specified as direct beneficial ownership in the filing due to the adviser/fund arrangement.

Context

• This is a derivative award (stock option) — a right to acquire shares in the future if/when vested and exercised. The grant itself required no cash and does not indicate an immediate buy/sell of underlying shares.
• Because the option is held for Fairmount-managed funds and Cain disclaims beneficial ownership, this filing reflects an institutional/fund-related grant rather than a personal purchase by the director.