Fate Therapeutics (FATE) CEO executes 28,946-share sell-to-cover tax sale

Rhea-AI Filing Summary

Fate Therapeutics President and CEO Bahram Valamehr reported an automatic sale of 28,946 shares of Common Stock. The shares were sold on open market on May 20, 2026 at a weighted average price of $1.8822 per share to cover tax withholding obligations tied to the vesting of 50,000 performance-based RSUs granted on July 29, 2024. The transactions were executed pursuant to a prior irrevocable sell-to-cover election and were not made at his discretion. Following these sales, Valamehr continues to hold 635,762 shares directly.

Insider Trade Summary

Net Seller: 28,946 shares ($54,482)

Net Sell 1 txn

Insider Valamehr Bahram

Role President and CEO

Sold 28,946 shs ($54K)

Type	Security	Shares	Price	Value
Sale	Common Stock	28,946	$1.8822	$54K

Holdings After Transaction: Common Stock — 635,762 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 $1.825 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: 28,946 shares Average sale price: $1.8822 per share Post-transaction holdings: 635,762 shares +2 more

5 metrics

Shares sold 28,946 shares Open-market sale on May 20, 2026

Average sale price $1.8822 per share Weighted average sale price for the reported trades

Post-transaction holdings 635,762 shares Common Stock held directly after the sale

RSUs vesting 50,000 shares Performance-based RSUs granted July 29, 2024 that vested

Price range $1.825–$1.935 per share Range of individual trade prices within the reported sale

Key Terms

performance-based RSUs, sell-to-cover, weighted average sale price, irrevocable election

4 terms

performance-based RSUs financial

"50,000 shares of Common Stock underlying performance-based RSUs granted to the Reporting Person"

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.

sell-to-cover financial

"to satisfy tax withholding obligations 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.

weighted average sale price financial

"Represents the weighted average sale price of the shares sold ranging from $1.825 to $1.935"

irrevocable election financial

"sales were automatically executed pursuant to an irrevocable election by the Reporting Person"

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^*

Valamehr Bahram

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		28,946	D	$1.8822(2)	635,762	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 $1.825 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.

	/s/ Cindy Tahl, as Attorney-in-Fact	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 Bahram Valamehr?

Fate Therapeutics reported that President and CEO Bahram Valamehr sold 28,946 shares of Common Stock. These shares were sold in open-market transactions solely to cover tax withholding from vesting performance-based RSUs, under a pre-established sell-to-cover arrangement.

Why did Fate Therapeutics CEO Bahram Valamehr sell 28,946 FATE shares?

The 28,946 shares were sold to cover tax withholding obligations from the vesting of 50,000 performance-based RSUs granted on July 29, 2024. The sales were automatically executed under an irrevocable sell-to-cover election, rather than a discretionary decision to trade.

At what price were the Fate Therapeutics shares sold by the CEO?

The reported weighted average sale price was $1.8822 per share, with individual trades ranging from $1.825 to $1.935 per share. The company indicated it can provide detailed share counts at each price level upon request to regulators or security holders.

How many Fate Therapeutics shares does Bahram Valamehr hold after this Form 4 sale?

After selling 28,946 shares to satisfy tax withholding obligations, Bahram Valamehr directly holds 635,762 shares of Fate Therapeutics Common Stock. The filing does not list any remaining derivative positions, focusing only on his post-transaction common share ownership.

Were the Fate Therapeutics CEO’s share sales discretionary trades?

The filing states the sales were not made at Bahram Valamehr’s discretion. They were automatically executed under an irrevocable election to use sell-to-cover transactions to satisfy tax withholding from vesting performance-based RSUs, indicating a mechanistic tax-related event.