Sagimet CMO sells 3,640 shares to cover taxes

Sagimet Biosciences’ Chief Medical Officer reports automatic share sale to cover taxes.

Accepted by SEC EDGAR 02/12/2026 - 04:06 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Sagimet Biosciences’ Chief Medical Officer reports automatic share sale to cover taxes. Martins Eduardo Bruno sold 3,640 shares of Series A Common Stock on February 10, 2026 at an average price of $5.3602 per share in an open-market transaction.

According to the footnote, the sale was required to cover tax withholding obligations tied to vesting restricted stock units and was executed automatically, not at his discretion. After this transaction, he directly beneficially owned 103,296 shares of Sagimet Biosciences Inc.

Insider Trade Summary

Net Seller: 3,640 shares

Net Sell 1 txn

Insider Martins Eduardo Bruno

Role Chief Medical Officer

Sold 3,640 shs ($20K)

Type	Security	Shares	Price	Value
Sale	Series A Common Stock	3,640	$5.3602	$20K

Holdings After Transaction: Series A Common Stock — 103,296 shares (Direct)

Footnotes (1)

1. F1. Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. These sales were automatic and not in the discretion of the Reporting Person.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Sagimet Biosciences (SGMT) report for Martins Eduardo Bruno?

Sagimet Biosciences reported that Chief Medical Officer Martins Eduardo Bruno sold 3,640 shares of Series A Common Stock. The sale occurred on February 10, 2026, and was disclosed in a Form 4 insider trading report filed under Section 16 rules.

At what price did the Sagimet Biosciences (SGMT) CMO sell his shares?

The Chief Medical Officer sold 3,640 shares of Sagimet Biosciences Series A Common Stock at an average price of $5.3602 per share. This price reflects the execution for that specific automatic tax-withholding related transaction reported on February 10, 2026.

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

Following the reported transaction, Chief Medical Officer Martins Eduardo Bruno beneficially owned 103,296 shares of Sagimet Biosciences Series A Common Stock directly. This post-transaction figure is stated in the Form 4 as the amount held after the automatic tax-related share sale.

Why were shares of Sagimet Biosciences (SGMT) sold in this insider transaction?

The filing explains that the 3,640 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. The sales were described as automatic transactions and were not made at the discretion of the reporting person, the company’s Chief Medical Officer.

Was the Sagimet Biosciences (SGMT) CMO’s Form 4 sale discretionary?

No, the filing states the sales were automatic and not at the CMO’s discretion. The shares were required to be sold specifically to satisfy tax withholding obligations connected to vesting restricted stock units, rather than as a voluntary open-market sale decision.

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

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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 RD., SUITE 303

(Street)

SAN MATEO CA 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)
02/10/2026

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
Series A Common Stock	02/10/2026		S(1)		3,640	D	$5.3602	103,296	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. These sales were automatic and not in the discretion of the Reporting Person.

	/s/ Elizabeth Rozek, Attorney-in-Fact	02/12/2026
	** 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.
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