Sagimet (NASDAQ: SGMT) CMO receives 88,000-share option and 44,000 RSUs

(Neutral)

Form Type

Rhea-AI Filing Summary

Sagimet Biosciences Chief Medical Officer Eduardo Bruno Martins reported equity awards that increase his direct holdings. He received a stock option covering 88,000 shares of Series A Common Stock at an exercise price of $0.00 per share, and a separate grant of 44,000 shares of Series A Common Stock in the form of restricted stock units (RSUs).

The RSUs will vest in four equal annual installments after February 19, 2026, contingent on continued service. The stock option will vest in forty-eight equal monthly installments after the same date, also subject to continued service. Following these transactions, his reported direct ownership of Series A Common Stock is 147,296 shares, and he holds options for 88,000 shares.

Insider Trade Summary

Net Buyer: 44,000 shares

Net Buy 2 txns

Insider Martins Eduardo Bruno

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	88,000	$0.00	$0.00
Grant/Award	Series A Common Stock	44,000	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 88,000 shares (Direct); Series A Common Stock — 147,296 shares (Direct)

Footnotes (2)

F1. Represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Series A Common Stock upon vesting and settlement. The RSUs shall vest over four equal annual installments following February 19, 2026, subject to the Reporting Person's continued service on each such vesting date.
F2. The shares underlying this option shall vest and become exercisable over forty-eight equal monthly installments following February 19, 2026, subject to the Reporting Person's continued service on each such vesting date.

FAQ

What equity awards did Sagimet Biosciences (SGMT) grant to its Chief Medical Officer?

Sagimet Biosciences granted its Chief Medical Officer a stock option over 88,000 shares and 44,000 restricted stock units of Series A Common Stock. Both awards were reported at a $0.00 exercise or purchase price and are subject to multi-year vesting schedules tied to continued service.

How do the new RSUs for Sagimet Biosciences (SGMT) CMO vest over time?

The 44,000 RSUs granted to Sagimet’s Chief Medical Officer vest in four equal annual installments after February 19, 2026. Each installment requires the executive to remain in service on the applicable vesting date before receiving the underlying Series A Common Stock shares.

What is the vesting schedule for the new Sagimet Biosciences (SGMT) stock option grant?

The 88,000-share stock option granted to the Chief Medical Officer vests in forty-eight equal monthly installments following February 19, 2026. Each monthly tranche becomes exercisable only if the executive continues in service through the corresponding vesting date.

How many Sagimet Biosciences (SGMT) shares does the CMO own after this Form 4?

After these awards, the Chief Medical Officer is reported as directly owning 147,296 shares of Sagimet’s Series A Common Stock. In addition, he holds a stock option covering 88,000 shares, which will become exercisable gradually under the specified vesting schedule.

Did the Sagimet Biosciences (SGMT) CMO buy or sell shares in this Form 4?

The Form 4 reports equity grants, not market purchases or sales. The Chief Medical Officer acquired 44,000 RSUs and an option over 88,000 shares as compensation awards, both at a stated price of $0.00 per share, subject to future vesting conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 04:42 PM

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^*

Martins Eduardo Bruno

(Last)

(First)

(Middle)

SAGIMET BIOSCIENCES INC.

155 BOVET ROAD, SUITE 303

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sagimet Biosciences Inc. [ SGMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	02/19/2026		A		44,000⁽¹⁾	A	$0.00	147,296	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$5.38	02/19/2026		A		88,000		⁽²⁾	02/18/2036	Series A Common Stock	88,000	$0.00	88,000	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Series A Common Stock upon vesting and settlement. The RSUs shall vest over four equal annual installments following February 19, 2026, subject to the Reporting Person's continued service on each such vesting date.

2. The shares underlying this option shall vest and become exercisable over forty-eight equal monthly installments following February 19, 2026, subject to the Reporting Person's continued service on each such vesting date.

	/s/ Elizabeth Rozek, Attorney-in-Fact	02/20/2026
	** 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.

Source: View Original Filing on SEC EDGAR