UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☐ Definitive Proxy Statement

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Cogent Biosciences, Inc.

(Name of Registrant as Specified In Its Charter)

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You invested in COGENT BIOSCIENCES, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on June 4, 2025.

Get informed before you vote

View the Proxy Statement, Notice and Annual Report for the year ended December 31, 2024 online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 21, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

*Please check the meeting materials for any special requirements for meeting attendance.

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 THIS IS NOT A VOTABLE BALLOT

This is an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials at www.proxyvote.com or easily request a paper copy. We encourage you to access and review all of the important information contained in the proxy materials before voting. Please follow the instructions on the reverse side to vote on these important matters.

Voting Items		Board Recommends
1.	Election of the two Class I director nominees to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
	Nominees:	For
	01)  Dr. Karen Ferrante
	02)  Matthew E. Ros
2.	Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.	For
3.	Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.	For
4.	Approval of an amendment of the Company’s Certificate of Incorporation to provide for officer exculpation.	For
NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

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