SGMO officer reports RSU tax withholding and 245,717 shares owned

Rhea-AI Filing Summary

Sangamo Therapeutics officer and Principal Accounting Officer reported an automatic share disposition related to restricted stock units. On November 24, 2025, 578 shares of common stock were surrendered to the company solely to cover mandatory tax withholding on a vesting RSU grant, using the issuer's closing stock price of $0.4166 per share. This is treated as a disposition to the issuer for reporting purposes but is not a discretionary open-market trade.

After this transaction, the reporting person beneficially owned 245,717 shares, including shares from multiple RSU grants that vest over time through February 24, 2026 and beyond, subject to continued service and the terms of the company’s 2018 Equity Incentive 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

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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^*

Jain Nikunj

(Last) (First) (Middle)

C/O SANGAMO THERAPEUTICS, INC.

501 CANAL BOULEVARD

(Street)

RICHMOND CA 94804

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SANGAMO THERAPEUTICS, INC [ SGMO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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	11/24/2025		F		578(1)	D	$0.4166	245,717(2)	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. Represents shares underlying the portion of a restricted stock unit ("RSU") grant that vested on November 24, 2025, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on November 24, 2025 of $0.4166/share, pursuant to the terms of the Issuer's Amended and Restated 2018 Equity Incentive Plan, as amended (the "2018 EIP"). This required tax withholding transaction is deemed to constitute a disposition of these shares to the Issuer for reporting purposes and does not represent a discretionary trade by the Reporting Person in the open market or otherwise.

2. Includes: (a) 1,039 shares from the November 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 1,618 shares will vest on February 24, 2026, (b) 18,750 shares subject Reporting Person's January 22, 2024 RSU grant that will vest in successive equal quarterly installments through January 22, 2026, and (c) 49,726 shares subject to Reporting Person's February 25, 2025 RSU grant that will vest as to one-quarter (1/4) of the shares on February 25, 2026, and the remainder of the shares will vest in 8 successive equal quarterly installments thereafter. The vesting of all such RSU grants is subject to the Reporting Person's Continuous Service (as defined in the 2018 EIP) through each such date and subject to acceleration as provided in the 2018 EIP.

	/s/ Scott Willoughby, Attorney-in-Fact	11/26/2025
	** 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

What insider transaction did SGMO report on November 24, 2025?

The SGMO officer reported surrendering 578 shares of common stock on November 24, 2025, solely to satisfy mandatory tax withholding on a vesting restricted stock unit grant.

Was the SGMO insider trade on November 24, 2025 an open-market sale?

No. The filing states the 578 shares were deemed disposed of to the issuer for tax withholding and "does not represent a discretionary trade" in the open market or otherwise.

At what price were the SGMO shares used for tax withholding valued?

The 578 shares surrendered for tax withholding were valued using Sangamo Therapeutics' closing stock price of $0.4166 per share on November 24, 2025.

How many SGMO shares does the reporting person beneficially own after the transaction?

Following the tax withholding transaction, the reporting person beneficially owned 245,717 shares of Sangamo Therapeutics common stock in total.

What restricted stock units are included in the SGMO officer’s holdings?

The holdings include shares from: (a) a February 24, 2023 RSU grant with 1,618 shares vesting on February 24, 2026; (b) an January 22, 2024 RSU grant for 18,750 shares vesting in equal quarterly installments through January 22, 2026; and (c) a February 25, 2025 RSU grant for 49,726 shares that will vest one-quarter on February 25, 2026 and the remainder in eight equal quarterly installments thereafter.

What conditions affect the vesting of SGMO restricted stock units in this filing?

The vesting of all referenced RSU grants is subject to the reporting person’s Continuous Service through each vesting date and to possible acceleration as provided in the company’s 2018 Equity Incentive Plan.