Hargroves Thomas Jeffrey 4

What Happened

• Director Jeffrey Hargroves purchased 97,276 common shares of Cingulate at $5.04 each on 2026-02-13 for $490,271 (open market/private purchase). He also acquired 77,821 derivative units at $0.10 each on 2026-02-13 (cost $7,782) and was granted a 15,000‑share derivative award on 2026-03-09 with no cash exercise price reported.
• The cash purchases are buy transactions (a bullish signal insofar as they are insider purchases); the other two items are derivative securities (private‑placement securities and an option/award) rather than immediate sales.

Key Details

• Dates and prices:
  • 2026-02-13: 97,276 shares at $5.04 — $490,271 (purchase, code P).
  • 2026-02-13: 77,821 derivative units at $0.10 — $7,782 (acquired, derivative; code P).
  • 2026-03-09: 15,000 derivative award/options at $0.00 (granted; code A).
• Derivative notes:
  • Footnote F2: The common stock and warrants/derivatives were from the issuer’s private placement (Form 8‑K dated Jan 28, 2026).
  • Footnote F4: The 15,000‑share option award vests 50% at 6 months and the remainder at 12 months after grant.
• Shares owned after transaction: Not specified in this Form 4; the reporting person’s beneficial ownership has been reported elsewhere per footnote F1.
• Filing timeliness: The initial Form 3 filing was delayed due to EDGAR code issues (footnote F1). This indicates a late filing of initial holdings (transactionTimeliness = 'L').

Context

• These were purchases and awards, not cashless exercises or immediate dispositions—the granted options have vesting, so they are not immediately liquid.
• Derivative acquisitions from a private placement (warrants/options) can carry different economics and dilution than straight stock buys; treat the 77,821 and 15,000 items as non‑immediate common‑share ownership until exercised/vested.
• No speculation on motives: retail investors often view insider purchases as potentially more informative than sales, but consider overall ownership, timing, and company fundamentals.