Fate Therapeutics (NASDAQ: FATE) CEO sells 5,190 shares for tax withholding

Rhea-AI Filing Summary

Fate Therapeutics President and CEO Bahram Valamehr reported the sale of 5,190 shares of the company’s common stock on January 9, 2026 at a weighted average price of $1.0708 per share. After this transaction, he beneficially owned 329,708 shares.

According to the filing, the shares were sold only in an amount required to cover tax withholding obligations arising from the vesting of 8,326 shares underlying previously granted RSUs. The sales were automatically executed under an irrevocable sell-to-cover election and were not made at his discretion.

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

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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^*

Valamehr Bahram

(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)

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

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)		5,190	D	$1.0708(2)	329,708	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 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 $1.055 to $1.085 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	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).
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.

FAQ

What insider transaction did FATE Therapeutics (FATE) disclose?

The filing shows that President and CEO Bahram Valamehr sold 5,190 shares of Fate Therapeutics common stock on January 9, 2026 at a weighted average price of $1.0708 per share.

Why did the Fate Therapeutics CEO sell 5,190 shares?

The shares were sold to cover tax withholding obligations triggered by the vesting of 8,326 RSU-based shares, pursuant to an irrevocable sell-to-cover election.

How many Fate Therapeutics shares does the CEO own after this transaction?

Following the reported sale, President and CEO Bahram Valamehr beneficially owned 329,708 shares of Fate Therapeutics common stock in direct ownership.

Was the Fate Therapeutics CEO’s share sale discretionary?

No. The filing states the sales were automatically executed under an irrevocable election to satisfy tax withholding obligations and were not made at the discretion of the CEO.

What price range did the Fate Therapeutics shares sell for in this Form 4?

The weighted average sale price was $1.0708 per share, with individual trades executed in a range from $1.055 to $1.085 per share.

What role does the reporting person hold at Fate Therapeutics (FATE)?

The reporting person, Bahram Valamehr, is identified as both a Director and an Officer, serving as President and CEO of Fate Therapeutics.