{"url_path":"/sec/sgmt/8-k/2026-06-03/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1400118/0001104659-26-070126-index.html","accession_number":"0001104659-26-070126","cik":"0001400118","ticker":"SGMT","issuer_name":"Sagimet Biosciences Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1400118/0001104659-26-070126-index.html","primary_entity_key":"0001400118","primary_entity_name":"Sagimet Biosciences Inc."},"word_count":335,"has_tables":true,"body_markdown":"**Item 5.02**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment\nof Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn May 28, 2026 (the “Grant Date”),\nthe Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Sagimet\nBiosciences Inc. (the “Company”) and the Board, as applicable, granted options (the “Options”) to purchase shares\nof the Company’s Series A common stock, par value $0.0001 per share (the “Common Stock”), and performance-based restricted\nstock units (“PSUs”) to David Happel, the Company’s President and Chief Executive Officer, Thierry Chauche, the Company’s\nChief Financial Officer, and Elizabeth Rozek, Esq., the Company’s Chief Legal and Administrative Officer (the “Officers”).\nMr. Happel was awarded 300,000 options and 300,000 PSUs, Mr. Chauche was awarded 50,000 options and 50,000 PSUs and Ms. Rozek was awarded\n100,000 options and 100,000 PSUs. Each of the Options and PSUs were granted under the Company’s 2023 Stock Option and Incentive\nPlan.\n\n \n\nEach Option has an exercise price of $7.27\nper share, which is equal to the closing stock price of the Company’s Common Stock on the Grant Date, and vests in equal installments\nover 48 months.\n\n \n\nThe Officers will earn a percentage of such\nPSU award upon the Company’s achievement of certain regulatory milestones, and, in each case, one-third of such earned portion\nshall vest upon the Compensation Committee’s determination of the achievement of such regulatory milestones (the “Achievement\nDetermination Date”) and the remaining two-thirds will vest in two equal installments on the first and second anniversaries of\nsuch Achievement Determination Date.\n\n \n\nThe foregoing descriptions of the Options\nand PSUs do not purport to be complete and are subject to, and qualified in their entirety by, the form of Incentive Stock Option Award\nAgreement and form of Performance-Based Restricted Stock Unit Award Agreement, copies of which are filed as Exhibit 10.6 to the Company’s\nAnnual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 11, 2026,\nand Exhibit 10.1 hereto, respectively."}