Fate Therapeutics (FATE) CEO sells 43,947 shares to cover RSU tax

Rhea-AI Filing Summary

Fate Therapeutics reported that President and CEO Bahram Valamehr sold 43,947 shares of common stock on August 4, 2026 at a weighted average price of $2.4598 per share, with individual trades between $2.415 and $2.540. The sale covered tax withholding arising from vesting of 75,000 RSU-based shares and was automatically executed under an irrevocable sell-to-cover election, not at his discretion. After this transaction, he directly holds 591,815 shares of Fate Therapeutics common stock.

Insider Trade Summary

Net Seller: 43,947 shares

Net Sell 1 txn

Insider Valamehr Bahram

Role President and CEO

Sold 43,947 shs ($108K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	43,947	$2.4598	$108K

Holdings After Transaction: Common Stock — 591,815 shares (Direct)

Footnotes (2)

1. F1. Required number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 75,000 shares of Common Stock underlying 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. F2. Represents the weighted average sale price of the shares sold ranging from $2.415 to $2.540 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: 43,947 shares Weighted average sale price: $2.4598 per share Sale price range: $2.415 to $2.540 per share +2 more

5 metrics

Shares sold 43,947 shares Common stock sold on August 4, 2026

Weighted average sale price $2.4598 per share Average price for the 43,947 shares sold

Sale price range $2.415 to $2.540 per share Range of individual trade prices within the reported sale

Shares underlying vested RSUs 75,000 shares Common stock underlying RSUs that vested and triggered tax withholding

Shares owned after sale 591,815 shares Directly held Fate Therapeutics common stock following the transaction

Key Terms

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

4 terms

sell-to-cover financial

"satisfy tax withholding obligations through "sell-to-cover" transactions"

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.

RSUs financial

"vesting of 75,000 shares of Common Stock underlying RSUs granted"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

weighted average sale price financial

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

irrevocable election financial

"executed pursuant to an irrevocable election by the Reporting Person"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/05/2026 - 04:02 PM Accepted by SEC EDGAR 08/05/2026 - 04:01 PM Learn about SEC filing dates

FAQ

What insider transaction did Fate Therapeutics (FATE) report for Bahram Valamehr?

Fate Therapeutics reported that President and CEO Bahram Valamehr sold 43,947 shares of common stock on August 4, 2026. The transaction was a mandatory sell-to-cover sale to satisfy tax withholding obligations tied to restricted stock unit vesting.

Why did Fate Therapeutics (FATE) CEO Bahram Valamehr sell 43,947 shares?

The 43,947 shares were sold to cover tax withholding obligations related to the vesting of 75,000 shares underlying RSUs granted on July 29, 2024. The filing states the sales were automatically executed under an irrevocable sell-to-cover election, not at his discretion.

At what prices were the Fate Therapeutics (FATE) shares sold by the CEO?

The reported weighted average sale price was $2.4598 per share, with individual trade prices ranging from $2.415 to $2.540 per share. The reporting person will provide full price breakdowns upon request to regulators, the issuer, or its security holders.

How many Fate Therapeutics (FATE) shares does Bahram Valamehr hold after this sale?

Following the tax-related sale, Bahram Valamehr directly holds 591,815 shares of Fate Therapeutics common stock. This figure reflects his post-transaction ownership as reported, after selling 43,947 shares to satisfy tax withholding from RSU vesting.

Was the Fate Therapeutics (FATE) CEO’s sale under a trading plan or discretionary?

The filing notes the transactions were executed under an irrevocable sell-to-cover election to satisfy tax withholding obligations. It explicitly states the sales were not made at the discretion of the reporting person, although the Rule 10b5-1 checkbox is not marked as a plan.

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)
08/04/2026

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	08/04/2026		S(1)		43,947	D	$2.4598(2)	591,815	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 75,000 shares of Common Stock underlying 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 $2.415 to $2.540 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	08/05/2026
	** 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)