Cingulate Inc.

Rule 10b5-1 Trading Arrangements

In the first quarter of 2025, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.

Agreement with Indegene, Inc.

On March 7, 2023, we entered into a Joint Commercialization Agreement (the “Commercialization Agreement”) with Indegene, Inc. (“Indegene”). On May 7, 2025, the Commercialization Agreement was terminated and we and Indegene entered into a Master Services Agreement (the “Indegene MSA”).

Like the Commercialization Agreement prior to its termination, the Indegene MSA governs the general terms under which Indegene will provide commercialization services, upon our request. Pursuant to the Indegene MSA, the parties will enter into statements of work that will set forth, among other things, the services to be performed by Indegene, the deliverables for such services, and the fees to be paid by us. Each statement of work will be governed by the terms of the Indegene MSA unless expressly modified in such statement of work. We may elect to receive the following services from Indegene: (a) medical affairs & pharmacovigilance; (b) pricing, reimbursement and market access; (c) commercial operations; and (d) marketing (including field force).

In the event that we intend to outsource any services within the scope of services that Indegene has the capability to perform, we shall allow Indegene to participate in our request for proposals; provided, that we may, in our sole discretion, select the party that will provide such services.

Indegene personnel will not be assigned to or interact with any other Indegene customer engaged in similar or competing projects within the same therapeutic area for which such personnel are providing services to us. This restriction does not restrict Indegene from offering similar or competing services to other customers through separate personnel, teams or affiliates; provided, that Indegene complies with the terms and conditions of the Indegene MSA, including the confidentiality provisions.

The Indegene MSA has a three-year term. The Indegene MSA may not be terminated for convenience during the initial twelve (12) months following the first commercial sale of CTx-1301 or eighteen (18) months from the effective date of the Indegene MSA, whichever is earlier. Thereafter, either party may terminate the Indegene MSAupon six (6) months prior written notice to the other party. Either party may terminate the Indegene MSA upon thirty (30) days prior, written notice for material, uncured breaches or immediately in the event of the other party’s bankruptcy.

The Indegene MSA contains representations, warranties, confidentiality and indemnity obligations customary for agreements of this type.

The description of the Indegene MSA does not purport to be complete and is qualified in its entirety by reference to the full text of the Indegene MSA, which has been filed as Exhibit 10.4 to this report and is incorporated herein by reference.