Fate Therapeutics (FATE) officer sells 25,590 shares in tax-related transaction

Rhea-AI Filing Summary

Fate Therapeutics officer Cindy Tahl reported an open-market sale of 25,590 shares of common stock at a weighted average price of $1.879 per share. The company states the shares were sold solely to cover tax withholding on the vesting of 50,000 performance-based RSUs granted on July 29, 2024, under a pre-arranged sell-to-cover election rather than at her discretion.

After these tax-related sales, Tahl directly holds 628,155 shares of Fate Therapeutics common stock.

Insider Trade Summary

Net Seller: 25,590 shares ($48,084)

Net Sell 1 txn

Insider TAHL CINDY

Role See Remarks

Sold 25,590 shs ($48K)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,590	$1.879	$48K

Holdings After Transaction: Common Stock — 628,155 shares (Direct, null)

Footnotes (1)

1. Required number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 50,000 shares of Common Stock underlying performance-based RSUs granted to the Reporting Person on July 29, 2024. 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. Represents the weighted average sale price of the shares sold ranging from $1.835 to $1.935 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.

Key Figures

Shares sold: 25,590 shares Weighted average sale price: $1.879 per share Post-transaction holdings: 628,155 shares +2 more

5 metrics

Shares sold 25,590 shares Open-market sale on 2026-05-20 to cover taxes

Weighted average sale price $1.879 per share Common stock sale on 2026-05-20

Post-transaction holdings 628,155 shares Direct ownership after the tax-related sale

RSUs vested 50,000 shares Performance-based RSUs vesting triggered tax withholding

Sale price range $1.835–$1.935 per share Range of individual trade prices within the transaction

Key Terms

sell-to-cover, performance-based RSUs, tax withholding obligations, weighted average sale price

4 terms

sell-to-cover financial

"through "sell-to-cover" transactions and were not made at the discretion"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

performance-based RSUs financial

"underlying performance-based RSUs granted to the Reporting Person on July 29, 2024"

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection"

weighted average sale price financial

"Represents the weighted average sale price of the shares sold ranging"

Form 4 Insider Transactions: What Each Field Means →

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^*

TAHL CINDY

(Last) (First) (Middle)

C/O FATE THERAPEUTICS, INC.

12278 SCRIPPS SUMMIT DRIVE

(Street)

SAN DIEGO CALIFORNIA 92131

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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
Common Stock	05/20/2026		S(1)		25,590	D	$1.879(2)	628,155	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 50,000 shares of Common Stock underlying performance-based RSUs granted to the Reporting Person on July 29, 2024. 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 $1.835 to $1.935 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	05/21/2026
	** 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)

FAQ

What insider transaction did Fate Therapeutics (FATE) report for Cindy Tahl?

Fate Therapeutics reported that officer Cindy Tahl sold 25,590 shares of common stock. The sale was made at a weighted average price of $1.879 per share to cover tax withholding obligations tied to recently vested performance-based RSUs.

Was Cindy Tahl’s Fate Therapeutics share sale discretionary?

The sale was not discretionary. Shares were automatically sold under an irrevocable sell-to-cover election to satisfy tax withholding obligations from vesting performance-based RSUs, meaning the timing and mechanism were pre-arranged rather than an active trading decision.

How many Fate Therapeutics shares does Cindy Tahl hold after the reported sale?

After the tax-related sale, Cindy Tahl directly holds 628,155 shares of Fate Therapeutics common stock. This indicates she retains a substantial equity position even after selling shares to meet her tax withholding obligations from vested RSUs.

What price range applied to Cindy Tahl’s Fate Therapeutics share sale?

The weighted average sale price was $1.879 per share, with individual trades executed between $1.835 and $1.935 per share. Fate Therapeutics notes that detailed trade-level pricing information is available upon request to the company or regulators.

Why did Cindy Tahl sell shares related to Fate Therapeutics RSUs?

She sold shares to cover tax withholding obligations triggered by the vesting of 50,000 performance-based RSUs. Such sell-to-cover transactions are common when equity awards vest and generate taxable income, allowing taxes to be paid without using separate cash.