Sagimet (SGMT) CEO granted 256k options and 128k RSUs in Form 4

Rhea-AI Filing Summary

Sagimet Biosciences President & CEO and director David Happel reported awards of equity-based compensation. He was granted 256,000 stock options with an exercise right to buy Series A Common Stock at $0.00 per share, and 128,000 restricted stock units (RSUs) for Series A Common Stock.

The RSUs vest in four equal annual installments following February 19, 2026, conditioned on his continued service. The options vest in forty-eight equal monthly installments after the same date, also tied to continued service. Following the RSU grant, his reported Series A Common Stock holdings total 805,621 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Happel David

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	256,000	$0.00	--
Grant/Award	Series A Common Stock	128,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 256,000 shares (Direct); Series A Common Stock — 805,621 shares (Direct)

Footnotes (1)

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. 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.

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^*

Happel David

(Last) (First) (Middle)

SAGIMET BIOSCIENCES INC.

155 BOVET ROAD, 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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	02/19/2026		A		128,000(1)	A	$0.00	805,621	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
Stock Option (Right to Buy)	$5.38	02/19/2026		A		256,000		(2)	02/18/2036	Series A Common Stock	256,000	$0	256,000	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.

FAQ

What equity awards did Sagimet Biosciences (SGMT) CEO David Happel receive?

David Happel received 256,000 stock options and 128,000 restricted stock units (RSUs) tied to Sagimet Biosciences’ Series A Common Stock. These awards represent equity-based compensation rather than open-market purchases, according to the Form 4 disclosure.

How do David Happel’s new Sagimet (SGMT) RSUs vest?

The 128,000 RSUs vest in four equal annual installments after February 19, 2026, subject to David Happel’s continued service on each vesting date. Each RSU converts into one share of Sagimet’s Series A Common Stock upon vesting and settlement.

What is the vesting schedule for David Happel’s new Sagimet stock options?

The 256,000 stock options vest in forty-eight equal monthly installments following February 19, 2026. Each monthly vesting event is conditioned on David Happel’s continued service, gradually increasing the portion of options that become exercisable over four years.

What is David Happel’s reported Sagimet Series A Common Stock ownership after this grant?

After the 128,000-share RSU award, David Happel’s reported holdings of Sagimet Series A Common Stock total 805,621 shares. This figure reflects his direct ownership as disclosed in the Form 4 for the non-derivative security section.

Did David Happel pay cash per share for these Sagimet equity awards?

The Form 4 lists a $0.00 per-share price for both the stock options and RSUs, indicating these were grants or awards of equity compensation rather than cash purchases in the open market.

Are David Happel’s new Sagimet (SGMT) equity awards dependent on continued employment?

Yes. Both the RSUs and stock options require David Happel’s continued service for vesting. RSUs vest over four annual dates, while options vest monthly over forty-eight installments, each tied to ongoing service on the relevant vesting date.