Sagimet Biosciences Inc. (SGMT) CEO makes tax-driven share sale

Rhea-AI Filing Summary

Sagimet Biosciences Inc. President & CEO David Happel sold 64,051 shares of Series A Common Stock on July 20, 2026 at a weighted average price of $7.7605 per share to cover tax withholding obligations from vesting restricted stock units. These automatic, non-discretionary sales occurred in multiple trades between $7.76 and $7.94 and left him holding 741,570 shares directly.

Insider Trade Summary

Net Seller: 64,051 shares

Net Sell 1 txn

Insider Happel David

Role President & CEO

Sold 64,051 shs ($497K)

Type	Security	Shares	Price	Value
Sale	Series A Common Stock F1, F2	64,051	$7.7605	$497K

Holdings After Transaction: Series A Common Stock — 741,570 shares (Direct)

Footnotes (2)

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.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.76 to $7.94, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

Key Figures

Shares sold: 64,051 shares Weighted average sale price: $7.7605 per share Sale price range: $7.76 to $7.94 per share +1 more

4 metrics

Shares sold 64,051 shares Series A Common Stock sold on July 20, 2026 to cover tax withholding

Weighted average sale price $7.7605 per share Average price for the shares sold to satisfy tax obligations

Sale price range $7.76 to $7.94 per share Range of prices across multiple transactions included in the sale

Shares owned after sale 741,570 shares Directly held Series A Common Stock following the reported transaction

Key Terms

restricted stock units, weighted average price, tax withholding obligations

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

tax withholding obligations financial

"sold by the Reporting Person to cover tax withholding obligations"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/22/2026 - 04:06 PM Accepted by SEC EDGAR 07/22/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What insider transaction did Sagimet (SGMT) report for CEO David Happel?

Sagimet reported that David Happel sold 64,051 shares of Series A Common Stock on July 20, 2026. The sale was made to cover tax withholding obligations triggered by the vesting of restricted stock units.

At what price were the SGMT shares sold in David Happel’s transaction?

The shares were sold at a weighted average price of $7.7605 per share. According to the disclosure, individual trades occurred at prices ranging from $7.76 to $7.94 per share.

How many SGMT shares does CEO David Happel hold after this sale?

After the reported sale, David Happel directly holds 741,570 shares of Sagimet Biosciences Series A Common Stock. This figure reflects his position following the 64,051-share sale used to satisfy tax obligations.

Why did David Happel sell SGMT shares in this Form 4 transaction?

The disclosure states the shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. It notes these sales were automatic and not made at the reporting person’s discretion.

Were David Happel’s SGMT share sales under a Rule 10b5-1 trading plan?

The document-level Rule 10b5-1 checkbox is not marked, and the footnote describes the sales as automatic for tax withholding on vested restricted stock units, rather than discretionary trades under a trading plan.

How were the multiple SGMT trades aggregated in the reported sale price?

The reported price of $7.7605 per share is a weighted average price. The disclosure notes that the 64,051 shares were sold in multiple transactions between $7.76 and $7.94, and detailed trade data is available upon request.

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.

950 TOWER LANE, SUITE 1500

(Street)

FOSTER CITY CALIFORNIA 94404

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/20/2026		S(1)		64,051	D	$7.7605(2)	741,570	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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.76 to $7.94, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

	/s/ Elizabeth Rozek, Attorney-in-Fact	07/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)