Sangamo (NASDAQ: SGMO) SVP surrenders shares to cover RSU tax withholding

Rhea-AI Filing Summary

Sangamo Therapeutics senior executive reports share dispositions tied to RSU tax withholding. SVP and Chief Development Officer Nathalie Dubois-Stringfellow surrendered 2,063 common shares at $0.4725 per share on February 24, 2026 and 12,354 shares at $0.47 per share on February 25, 2026.

Both transactions were required to cover taxes on restricted stock units that had just vested under the company’s 2018 Equity Incentive Plan and were deemed dispositions to the company, not discretionary open‑market trades. After these transactions, she directly owns 678,711 common shares.

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^*

Dubois-Stringfellow Nathalie

(Last) (First) (Middle)

C/O SANGAMO THERAPEUTICS, INC.

501 CANAL BLVD.

(Street)

RICHMOND CA 94084

(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)
	SVP-CHIEF DEVELOPMENT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		F		2,063(1)	D	$0.4725	691,065(2)	D
Common Stock	02/25/2026		F		12,354(3)	D	$0.47	678,711(4)	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 February 24, 2026, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on February 24, 2026 of $0.4725/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) 2,947 shares from the February 24, 2026 vesting installment of the Reporting Person's February 24, 2023 RSU grant and (b) 120,000 shares subject to Reporting Person's February 25, 2025 RSU grant that will vest as to one-fourth (1/4) of the shares subject to the grant 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.

3. Represents shares underlying the portion of an RSU grant that vested on February 25, 2026, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on February 25, 2026 of $0.47/share, pursuant to the terms of 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.

4. Includes: 17,646 shares from the February 25, 2026 vesting installment of the Reporting Person's February 25, 2025 RSU grant and the remaining 90,000 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	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What did Sangamo Therapeutics (SGMO) insider Nathalie Dubois-Stringfellow report in this Form 4?

Nathalie Dubois-Stringfellow reported two required share dispositions related to tax withholding on vested RSUs. She surrendered 2,063 and 12,354 common shares on consecutive days, with both transactions treated as dispositions to the company rather than open-market trades under the 2018 Equity Incentive Plan.

Were the SGMO insider transactions discretionary sales in the open market?

No, the reported SGMO transactions were not discretionary open-market sales. Footnotes state the shares were surrendered solely to satisfy mandatory tax withholding on vested RSUs, and are deemed dispositions to the issuer for reporting purposes under the Amended and Restated 2018 Equity Incentive Plan.

How many Sangamo Therapeutics shares did the insider dispose of for tax withholding?

The insider disposed of 2,063 shares on February 24, 2026 and 12,354 shares on February 25, 2026. Both dispositions were used to pay taxes on recently vested restricted stock units, rather than representing elective stock sales initiated by the executive in the open market.

At what prices were the SGMO tax-withholding share dispositions reported?

The Form 4 shows tax-withholding dispositions at $0.4725 per share on February 24, 2026 and $0.47 per share on February 25, 2026. Footnotes explain these prices reflect Sangamo Therapeutics’ closing stock prices on the respective vesting dates used to calculate the required tax withholding.

How many Sangamo Therapeutics shares does the insider hold after these transactions?

Following the reported tax-withholding dispositions, Nathalie Dubois-Stringfellow directly holds 678,711 shares of Sangamo Therapeutics common stock. This post-transaction balance reflects shares remaining after surrendering a portion of vested RSUs to the company to cover mandatory tax obligations under the 2018 equity plan.

What do the Form 4 footnotes reveal about the SGMO RSU vesting schedule?

The footnotes detail RSUs from 2023 and 2025 grants. They note 2,947 shares from a 2023 grant vesting on February 24, 2026 and 17,646 shares from a 2025 grant vesting on February 25, 2026, with remaining 90,000 shares vesting in eight equal quarterly installments thereafter.