Schaffer Shane J. 4

What Happened

• Shane J. Schaffer, CEO of Cingulate Inc. (CING), was granted two derivative awards (options) on July 16, 2026 totaling 295,000 shares: 197,650 shares and 97,350 shares. Each award shows an acquisition price of $0.00 (i.e., stock option/award rather than an open-market purchase) and no cash value was exchanged at grant.

Key Details

• Transaction date: July 16, 2026; Form 4 filed July 20, 2026.
• Award amounts: 197,650 shares and 97,350 shares (combined 295,000).
• Grant price: $0.00 (derivative/award).
• Shares owned after transaction: Not specified in the information provided.
• Notable conditions (from filing footnotes):
  • Vesting: 25% vests on March 31, 2027, then the remainder vests in substantially equal monthly installments over the following 36 months.
  • Exercisability: Even vested options only become exercisable if the company’s NDA for CTx-1301 is approved by the FDA during 2027.
  • Termination: If the NDA is not approved during 2027, the option (including any vested portion) will terminate.
• Filing timeliness: Form 4 was filed four days after the transaction date; no late-filing designation was indicated in the provided summary.

Context

• These are conditional option awards, not immediate common-stock purchases — the CEO does not obtain tradable shares at grant. Exercisability hinges on a regulatory milestone (FDA approval of CTx-1301 in 2027); if that milestone is not met, the options expire. For retail investors, such milestone-tied awards signal that value depends on the company achieving a specific development/approval outcome rather than reflecting a simple purchase or sale of stock.