Form 4: Zhang Ping awarded 250,000 stock options, vesting through 2029

Rhea-AI Filing Summary

Gyre Therapeutics director Zhang Ping received a stock option grant to purchase 250,000 shares of the company's common stock with an exercise price of $6.92. The transaction date is 08/05/2025. The option vests 25% on 08/05/2026 and the remainder vests in equal monthly installments over the following three years, contingent on continued service. The option has an expiration date of 08/05/2035 and the reporting form shows 250,000 derivative securities beneficially owned following the grant, held directly.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant focused on retention; timing and multi-year vesting align executive incentives with long-term shareholder value.

The Form 4 documents a standard stock option award to a board member of Gyre Therapeutics for 250,000 shares at a $6.92 exercise price, with a 10-year term and a one-year cliff followed by monthly vesting over three years. From a governance perspective, the structure emphasizes retention and long-term alignment because vesting is contingent on continued service over multiple years. The direct ownership designation indicates the reporting person holds the grant personally rather than through an entity.

Compensation Analyst

TL;DR: The grant is typical of equity compensation practices: front-loaded one-year cliff then monthly vesting; exercise price suggests alignment with grant-date valuation.

The option's exercise price of $6.92 implies the award was priced at or near prevailing equity value at grant. The 25% one-year vest followed by monthly vesting across three years is a common retention-focused schedule, providing phased incentive delivery. The 10-year expiration window is standard for incentive stock options. Absent company-level context on outstanding shares or prior grants, the materiality of dilution cannot be assessed from this Form 4 alone.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zhang Ping

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	250,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 250,000 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^*

Zhang Ping

(Last) (First) (Middle)

C/O GYRE THERAPEUTICS, INC.

12770 HIGH BLUFF DRIVE, SUITE 150

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GYRE THERAPEUTICS, INC. [ GYRE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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

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
Stock Option (Right to Buy)	$6.92	08/05/2025		A		250,000		(1)	08/05/2035	Common Stock	250,000	$0	250,000	D

Explanation of Responses:

1. This option represents a right to purchase a total of 250,000 shares of the Issuer's common stock, 25% of which will vest on August 5, 2026, with the remaining vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

	/s/ Ruoyu Chen, as attorney-in-fact for Ping Zhang	08/07/2025
	** 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 Gyre Therapeutics (GYRE) report on Form 4?

The Form 4 reports that director Zhang Ping was granted a stock option to purchase 250,000 shares on 08/05/2025.

What are the key terms of the options granted to Zhang Ping (GYRE)?

The options have an exercise price of $6.92, vest 25% on 08/05/2026 with the remainder vesting monthly over three years, and expire on 08/05/2035.

How many derivative securities does Zhang Ping beneficially own after the transaction?

Following the reported transaction, the Form 4 shows Zhang Ping beneficially owns 250,000 derivative securities representing the options.

Is the option ownership direct or indirect according to the filing?

The filing indicates the ownership form is listed as Direct (D) for the reported option grant.

Does the Form 4 disclose any conditions on vesting of the options for GYRE?

Yes. Vesting is contingent on the reporting person's continued service to the issuer through each vesting date, per the filing's explanation.