Tax-cover share sale by Sagimet Biosciences (SGMT) legal officer

Rhea-AI Filing Summary

Sagimet Biosciences Inc. Chief Legal & Admin. Officer Elizabeth Rozek reported an automatic sale of 2,622 shares of Series A Common Stock on February 10, 2026 at an average price of $5.3602 per share. After this tax-related sale, she beneficially owns 190,959 shares directly.

The shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units, and the filing states that these sales were automatic and not made at her discretion.

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

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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^*

Rozek Elizabeth

(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 Legal & Admin. 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)		2,622	D	$5.3602	190,959	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	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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FAQ

What insider transaction did SGMT report for Elizabeth Rozek?

Sagimet Biosciences reported that Chief Legal & Admin. Officer Elizabeth Rozek sold 2,622 Series A Common Stock shares on February 10, 2026. The shares were sold automatically to cover tax withholding obligations from vesting restricted stock units, rather than a discretionary open-market decision.

At what price were the Sagimet Biosciences (SGMT) shares sold in this Form 4?

The reported sale price was $5.3602 per share for the 2,622 Series A Common Stock shares. This price reflects the transaction executed on February 10, 2026, in what is described as a sale in the open market or a private transaction to cover taxes.

How many SGMT shares does Elizabeth Rozek own after the reported sale?

Following the sale, Elizabeth Rozek beneficially owns 190,959 shares of Sagimet Biosciences Series A Common Stock directly. This post-transaction balance is disclosed in the Form 4 and reflects her holdings after the automatic sale for tax withholding purposes related to RSU vesting.

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

The filing explains that the 2,622 shares were sold to satisfy tax withholding obligations triggered by the vesting of restricted stock units. It further states these sales were automatic and not made at the reporting person’s discretion, indicating a tax-driven, administrative transaction.

What is the role of the reporting person in Sagimet Biosciences (SGMT)?

The reporting person, Elizabeth Rozek, serves as Sagimet Biosciences’ Chief Legal & Admin. Officer. She is not listed as a director or 10% owner in the filing, but reports this transaction in her capacity as an executive officer with direct beneficial ownership of the shares.