Callahan Jennifer L. 4

What Happened

Jennifer L. Callahan, SVP and Chief Financial Officer of Cingulate Inc. (CING), purchased common stock and warrants in a private placement on February 6, 2026. She bought 4,864 common shares at $5.04 each for $24,515, and 3,891 derivative securities (warrants) at $0.10 each for $389 — total cash outlay $24,904. These were purchases (acquisitions), which represent direct insider buying rather than sales.

Key Details

• Transaction date: 2026-02-06. Filing accession: 0001493152-26-006026 (filed 2026-02-10). Filing appears timely (within two business days).
• Individual transactions:
  • 4,864 common shares @ $5.04 — $24,515 (acquired).
  • 3,891 warrants @ $0.10 — $389 (acquired; reported as a derivative).
• Shares owned after the transactions: not specified in the Form 4 provided.
• Footnotes from the filing:
  • F1: Common stock and warrants were acquired in the issuer’s private placement disclosed in the Form 8-K filed Jan 28, 2026.
  • F2: The warrants are exercisable only after the issuer obtains the stockholder approval of the private placement as required by Nasdaq rules; each warrant expires 36 months after its exercise date.

Context

• The derivative transaction represents acquisition of warrants (not an immediate exercise). Exercise is contingent on shareholder approval per Nasdaq rules, so the warrants cannot be converted to shares until that approval is obtained.
• Purchases by officers are informative to investors because they indicate acquisition of company securities, but they do not disclose the insider’s motivations.