Sagimet CEO sells shares for tax withholding

Sagimet Biosciences Inc. President & CEO and director David Happel reported an automatic sale of Series A Common Stock.

Accepted by SEC EDGAR 02/12/2026 - 04:08 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Sagimet Biosciences Inc. President & CEO and director David Happel reported an automatic sale of Series A Common Stock. On 02/10/2026, 12,101 shares were sold at $5.3603 per share to cover tax withholding obligations related to vesting restricted stock units. After this transaction, he beneficially owned 677,621 shares directly. The filing notes these tax-related sales were automatic and not at his discretion.

Insider Trade Summary

Net Seller: 12,101 shares

Net Sell 1 txn

Insider Happel David

Role President & CEO

Sold 12,101 shs ($65K)

Type	Security	Shares	Price	Value
Sale	Series A Common Stock	12,101	$5.3603	$65K

Holdings After Transaction: Series A Common Stock — 677,621 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 in this Form 4?

Sagimet Biosciences reported that President & CEO David Happel sold 12,101 Series A Common Stock shares at $5.3603 on February 10, 2026. The sale was tied to tax withholding obligations from vesting restricted stock units and was executed automatically rather than at his discretion.

Why did Sagimet Biosciences (SGMT) CEO David Happel sell 12,101 shares?

The 12,101 shares sold by CEO David Happel were required to cover tax withholding obligations from the vesting of restricted stock units. According to the filing, these transactions were automatic and were not made at his personal discretion, indicating a tax-driven administrative sale.

How many Sagimet Biosciences (SGMT) shares does David Happel own after this transaction?

Following the reported transaction, David Happel beneficially owned 677,621 shares of Sagimet Biosciences Series A Common Stock directly. This figure reflects his holdings after selling 12,101 shares to satisfy tax withholding obligations related to restricted stock unit vesting.

Was the Sagimet Biosciences (SGMT) CEO’s share sale an open-market discretionary trade?

The sale was reported under transaction code “S,” but the footnote clarifies it was required to cover tax withholding on vesting restricted stock units. The filing states these sales were automatic and not in the discretion of the reporting person, distinguishing them from typical discretionary trades.

What was the price of the Sagimet Biosciences (SGMT) insider share sale?

The reported sale of 12,101 Sagimet Biosciences Series A Common Stock shares by CEO David Happel was executed at $5.3603 per share. This transaction was linked to tax withholding requirements on restricted stock unit vesting, rather than a voluntary portfolio reallocation.

What role does David Happel hold at Sagimet Biosciences (SGMT)?

David Happel is reported as both a director and the President & CEO of Sagimet Biosciences Inc. His dual role as executive and board member means his equity transactions are monitored through Form 4 filings under Section 16 reporting requirements for insiders.

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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^*

Happel David

(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)

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

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)		12,101	D	$5.3603	677,621	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

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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