Cingulate (CING) CFO Jennifer L. Callahan Receives Award of 60,000 Shares

What Happened Jennifer L. Callahan, EVP and Chief Financial Officer of Cingulate Inc. (CING), was granted two derivative awards on July 16, 2026: 40,200 shares and 19,800 shares, each shown at $0.00 per share (total 60,000 derivative shares). These grants are awards/derivatives rather than open-market purchases or sales; no cash was paid for the awards in the filing.

Key Details

• Transaction date: 2026-07-16; Filing date (Accession): 2026-07-20 (appears to be filed late vs. the 2-business-day Form 4 rule).
• Awards: 40,200 shares and 19,800 shares, $0.00 per share (derivative securities); total = 60,000 shares.
• Vesting (F1): 25% vests on March 31, 2027, then the remainder vests in substantially equal monthly installments over the following 36 months.
• Exercisability condition (F2): Any vested option becomes exercisable only if Cingulate’s NDA for CTx-1301 is approved by the FDA during 2027.
• Termination condition (F3): If the NDA is not approved during 2027, the option—including any vested portion—will terminate.
• Shares owned after transaction: Not specified in the provided excerpt; see full Form 4 for total holdings.
• Filing timeliness: Filed July 20, 2026 for a July 16, 2026 transaction — appears late and may carry reporting implications.

Context These are contingent derivative awards tied to a regulatory milestone (FDA approval of the company’s NDA for CTx-1301 in 2027). Unlike immediate open-market purchases, these awards only become exercisable if the specified approval occurs; if approval does not happen in 2027, the awards terminate. For retail investors, milestone-contingent grants align executive incentives with program success but are different from straightforward purchases that signal immediate insider confidence.