Fate Therapeutics (FATE) CLO reports 10,589-share sell-to-cover RSU tax sale

Rhea-AI Filing Summary

Fate Therapeutics Chief Legal and Compliance Officer Cindy Tahl reported an automatic sale of company stock tied to restricted stock unit (RSU) vesting. On January 9, 2026, she sold 10,589 shares of common stock at a weighted average price of $1.0648 per share, with individual sale prices ranging from $1.05 to $1.09. The filing explains these were the required number of shares sold to cover tax withholding obligations arising from the vesting of 17,500 RSU-based shares granted on January 15, 2025 and 8,326 RSU-based shares granted on January 25, 2022. The transactions were executed under a pre-arranged “sell-to-cover” election and were not made at her discretion. After the sales, Tahl beneficially owned 387,081 shares of Fate Therapeutics common stock directly.

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^*

TAHL CINDY

(Last) (First) (Middle)

C/O FATE THERAPEUTICS, INC.

12278 SCRIPPS SUMMIT DRIVE

(Street)

SAN DIEGO CA 92131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FATE THERAPEUTICS INC [ FATE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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
Common Stock	01/09/2026		S(1)		10,589	D	$1.0648(2)	387,081	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. Required number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 17,500 shares of Common Stock underlying RSUs granted to the Reporting Person on January 15, 2025 and 8,326 shares of Common Stock underlying RSUs granted to the Reporting Person on January 25, 2022. These sales were automatically executed pursuant to an irrevocable election by the Reporting Person to satisfy tax withholding obligations through "sell-to-cover" transactions and were not made at the discretion of the Reporting Person.

2. Represents the weighted average sale price of the shares sold ranging from $1.05 to $1.09 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

Remarks:

Chief Legal and Compliance Officer

	/s/ Cindy Tahl	01/12/2026
	** 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).
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FAQ

Who is the insider involved in this Fate Therapeutics (FATE) Form 4 filing?

The filing reports transactions by Cindy Tahl, who serves as Chief Legal and Compliance Officer of Fate Therapeutics, Inc.

How many Fate Therapeutics shares did Cindy Tahl sell in this Form 4?

Cindy Tahl sold 10,589 shares of Fate Therapeutics common stock on January 9, 2026, as disclosed in the Form 4.

What price did the Fate Therapeutics shares sell for in this insider transaction?

The shares were sold at a weighted average price of $1.0648 per share, with actual sale prices ranging from $1.05 to $1.09 per share.

Why did Cindy Tahl sell Fate Therapeutics shares according to the Form 4 footnotes?

The filing states the 10,589 shares were the required amount sold to cover tax withholding obligations related to the vesting of RSUs granted on January 15, 2025 and January 25, 2022, executed through automatic “sell-to-cover” transactions.

Were these Fate Therapeutics insider sales discretionary trades?

No. The footnotes explain the sales were automatically executed pursuant to an irrevocable election by the reporting person to satisfy tax withholding via sell-to-cover and were not made at her discretion.

How many Fate Therapeutics shares does Cindy Tahl own after this transaction?

After the reported sale, Cindy Tahl beneficially owned 387,081 shares of Fate Therapeutics common stock directly.

What RSU grants are connected to the Fate Therapeutics tax-withholding share sale?

The tax-withholding sale relates to vesting of 17,500 shares underlying RSUs granted on January 15, 2025 and 8,326 shares underlying RSUs granted on January 25, 2022.