Cosmos Health (COSM) CEO swaps $145K company debt for shares

Rhea-AI Filing Summary

Cosmos Health Inc. CEO, director and 10% owner Grigorios Siokas acquired 388,532 shares of common stock on February 12, 2026. The shares were issued at $0.3732 per share in exchange for $145,000 of debt the company owed to him. Following this transaction, he directly owns 8,861,914 shares of Cosmos Health common stock.

Insider Trade Summary

Net Buyer: 388,532 shares ($145,000)

Net Buy 1 txn

Insider Siokas Grigorios

Role Chief Executive Officer

Bought 388,532 shs ($145K)

Type	Security	Shares	Price	Value
Purchase	Common Stock, par value $.001	388,532	$0.3732	$145K

Holdings After Transaction: Common Stock, par value $.001 — 8,861,914 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Siokas Grigorios

(Last) (First) (Middle)

5 AG. GEORGIOU STR., PILEA

(Street)

THESSALONIKI J3 TK57001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cosmos Health Inc. [ COSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.001	02/12/2026	02/12/2026	P(1)		388,532	A	$0.3732	8,861,914	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to a debt exchange agreement by and between Grigorios Siokas, the Company's CEO and the Company (the "Debt Exchange Agreement"), dated as of February 12, 2026, these shares are Exchange Shares (as defined in the Debt Exchange Agreement) being acquired by Mr. Siokas at the Exchange Rate (as defined in the Debt Exchange Agreement) of $0.3732 per share, the fair market value of the Common Stock on February 12, 2026, in exchange for a total amount of $145,000 in debt the Company owed to Mr. Siokas.

Remarks:

	/s/ Grigorios Siokas	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did COSM CEO Grigorios Siokas report?

Grigorios Siokas reported acquiring 388,532 Cosmos Health (COSM) common shares. The shares were issued on February 12, 2026 in a debt-for-equity exchange, rather than a cash purchase, and increased his direct holdings to 8,861,914 shares after the transaction.

At what price were the new COSM shares issued to the CEO?

The new Cosmos Health (COSM) shares were issued at $0.3732 per share. This price reflects the fair market value of the common stock on February 12, 2026, as defined in the debt exchange agreement between the company and CEO Grigorios Siokas.

How much company debt did COSM exchange for shares with its CEO?

Cosmos Health exchanged $145,000 of debt owed to CEO Grigorios Siokas for new common shares. In return, he received 388,532 shares at $0.3732 per share, converting that outstanding company obligation into equity under a formal debt exchange agreement.

How many COSM shares does the CEO own after this Form 4 transaction?

After the reported transaction, Cosmos Health (COSM) CEO Grigorios Siokas directly owns 8,861,914 common shares. This figure reflects his beneficial ownership immediately following the issuance of 388,532 exchange shares under the February 12, 2026 debt-for-equity agreement.

Was the COSM CEO’s February 12, 2026 transaction a buy or a sale?

The February 12, 2026 transaction is reported as a purchase-type acquisition of shares. Grigorios Siokas received 388,532 shares as consideration for canceling $145,000 of company debt, increasing his direct ownership position in Cosmos Health common stock.

What agreement governed the COSM CEO’s share acquisition?

The share acquisition was governed by a debt exchange agreement between Cosmos Health and CEO Grigorios Siokas. This agreement set the exchange rate at $0.3732 per share, designating the new shares as Exchange Shares issued against $145,000 of outstanding company debt.