GNI Group Ltd. - 04 May 2026 Form 4 Insider Report for GYRE THERAPEUTICS, INC. (GYRE)

Reporting relationship: 10%+ Owner
Issuer ticker: GYRE
Reported as of: 04 May 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 06 May 2026, 20:40:53 UTC
Prior SEC filing: 22 Nov 2023
Source filing: View source filing
Reporting owner signature: /s/ Thomas Eastling, as attorney-in-fact for GNI Group Ltd.

Key filing fact

GNI Group Ltd. filed Form 4 for GYRE THERAPEUTICS, INC. (GYRE) on 06 May 2026.

Key facts

This page summarizes GNI Group Ltd.'s Form 4 filing for GYRE THERAPEUTICS, INC. (GYRE).
2 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 06 May 2026, 20:40.

Change

Previous filing in this sequence was filed on 22 Nov 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (2)

CIK 0001958461 Primary reporting owner

GNI Group Ltd.

Relationship: 10%+ Owner
Address: NIHONBASHI-HONCHO YS BLDG 3F, 2-2-2 NIHONBASHI-HONCHO, CHUO-KU, TOKYO, JAPAN
Signature: /s/ Thomas Eastling, as attorney-in-fact for GNI Group Ltd.
Signature date: 06 May 2026

CIK 0001973229

GNI USA, Inc.

Relationship: 10%+ Owner
Address: NIHONBASHI-HONCHO YS BLDG 3F, 2-2-2 NIHONBASHI-HONCHO, CHUO-KU, TOKYO, JAPAN
Signature: /s/ Thomas Eastling, as attorney-in-fact for GNI USA, Inc.
Signature date: 06 May 2026

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GYRE transaction Derivative

Series B Preferred Stock

Other

Transaction value
Shares: +458,120
Change %
Price
Shares after: 458,120
Date: 04 May 2026
Ownership: See Remarks
Underlying class: Common Stock
Underlying amount: 2,290,600
Exercise price
Footnotes: F1, F2, F3, F4, F5

GYRE transaction Derivative

Series B Preferred Stock

Other

Transaction value
Shares: +458,120
Change %
Price
Shares after: 458,120
Date: 04 May 2026
Ownership: See Remarks
Underlying class: Common Stock
Underlying amount: 2,290,600
Exercise price
Footnotes: F1, F2, F3, F4, F5

GYRE transaction Derivative

Series B Preferred Stock

Other

Transaction value
Shares: +2,143,706
Change %
Price
Shares after: 2,143,706
Date: 04 May 2026
Ownership: See Remarks
Underlying class: Common Stock
Underlying amount: 10,718,530
Exercise price
Footnotes: F1, F2, F3, F4, F6

GYRE transaction Derivative

Series B Preferred Stock

Other

Transaction value
Shares: +2,143,706
Change %
Price
Shares after: 2,143,706
Date: 04 May 2026
Ownership: See Remarks
Underlying class: Common Stock
Underlying amount: 10,718,530
Exercise price
Footnotes: F1, F2, F3, F4, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Following Stockholder Approval, each share of Series B Preferred Stock will be convertible, at the option of the holder, into five shares of common stock, subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for Series B Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on March 2, 2026).

Footnote F2

Effective as of May 4, 2026 (the "Effective Time"), a wholly-owned subsidiary of the Issuer merged with and into Cullgen Inc. ("Cullgen") with Cullgen surviving as a wholly-owned subsidiary of the Issuer (the "Merger").

Footnote F3

Represents the number of shares of Series B Preferred Stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of capital stock of Cullgen held by the Reporting Person prior to the Merger. Each share of capital stock of Cullgen held at the Effective Time was exchanged for 0.4753 divided by five shares of Series B Preferred Stock.

Footnote F4

The Series B Preferred Stock has no expiration date.

Footnote F5

These securities are held by GNI Group Ltd., a company incorporated under the laws of Japan with limited liability ("GNI Japan"). GNI USA, Inc., a Delaware corporation ("GNI USA") is a wholly-owned subsidiary of GNI Japan. GNI USA may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of the securities held by GNI Japan.

Footnote F6

These securities are held by GNI USA. GNI Japan may be deemed for purposes of Section 16 of the Exchange Act to be the indirect beneficial owner of the securities held by GNI USA.