On Jan. 22, 2026, Fairmount Funds Management LLC, a Director at Cogent Biosciences (COGT 2.08%), reported the indirect sale of 3,500,000 shares for a total of apporximately $127.4 million, according to a SEC Form 4 filing.
Transaction summary
| Metric | Value |
|---|---|
| Shares sold (indirect) | 3,500,000 |
| Transaction value | $127.4 million |
| Post-transaction shares (indirect) | 5,503,418 |
Transaction value based on SEC Form 4 reported price ($36.40).
Key questions
- What is the significance of the 3,500,000-share sale in terms of Fairmount Funds Management LLC’s overall position?
This transaction reduced indirect holdings by 38.87%, leaving 5,503,418 shares. - What was the market context for Cogent Biosciences shares at the time of the transaction?
Shares were priced at around $36.40 during the reported sale (Jan. 22, 2026), lower than the closing price that day of $39.53.
Company overview
| Metric | Value |
|---|---|
| *Price | $35.91 |
| Market capitalization | $5.46 billion |
| Net income (TTM) | -$294.37 million |
| *1-year price change | 286.13% |
* Price 1-year price change calculated using Jan. 31, 2026 as the reference date.
Company snapshot
Based in Massachusetts, Cogent Biosciences is a clinical-stage biotechnology company specializing in targeted therapies for rare, genetically driven diseases. The company's strategy leverages advanced molecular research and licensing partnerships to address unmet medical needs in oncology and related fields. Some of its leading product candidates include potential therapies for patients with advanced gastrointestinal tumors.
What this transaction means for investors
Cogent’s stock soared approximately 342% in 2025, and four different executives sold shares on Dec. 30, 2025, sparking speculation that they were taking profits from the huge gains. It’s difficult to say that Fairmount Funds Management did the same thing with the sale of shares through the Fairmount Healthcare Fund II, but to make over $120 million from the sale is a great deal.
Fairmount Funds invests heavily in biotech companies like Cogent, and it still holds approximately 67,414 units of Series A Convertible Preferred Stock, in addition to the indirect common shares it currently holds.
One preferred stock unit is equivalent to 250 shares of common stock, so if converted, Fairmount would have about another 16.85 million common shares available. However, it wouldn’t be able to sell all those shares at once if it wanted to, because it would exceed the 9.9% ownership limit the fund has. Thus, the fund would have to sell a significant amount of common shares first if it wanted to convert more preferred stock.
