SGMO SVP reports RSU tax withholding and 719,804 shares owned

Rhea-AI Filing Summary

Sangamo Therapeutics (SGMO) reported a routine insider equity transaction by its SVP-Chief Development Officer on a Form 4. On November 24, 2025, the officer surrendered 2,544 shares of common stock at $0.4166 per share solely to cover mandatory tax withholding on a vesting restricted stock unit (RSU) grant under the company’s 2018 Equity Incentive Plan. This withholding is treated as a disposition to the company for reporting purposes but is not a discretionary open-market trade.

Following this tax withholding event, the officer beneficially owned 719,804 shares of common stock. The explanation notes ongoing RSU vesting schedules from grants made in February 2023, January 2024, and February 2025, all subject to continued service and potential acceleration as provided in the equity 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^*

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)
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		2,544(1)	D	$0.4166	719,804(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: 2,466 shares resulting from the November 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 5,010 shares will vest on February 24, 2026, (b) 89,063 shares subject to Reporting Person's January 22, 2024 RSU grant will vest in successive equal quarterly installments through January 22, 2026, (c) 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.

	/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 Sangamo Therapeutics (SGMO) report on this Form 4?

The filing reports that the SVP-Chief Development Officer of Sangamo Therapeutics (SGMO) surrendered 2,544 shares of common stock on November 24, 2025 to cover mandatory tax withholding related to a vesting restricted stock unit grant.

Was the Sangamo Therapeutics (SGMO) insider trade an open-market sale?

No. The 2,544 shares were surrendered solely for mandatory tax withholding using the issuer’s closing stock price of $0.4166 per share on November 24, 2025, and the disclosure states this was not a discretionary trade in the open market.

How many Sangamo Therapeutics (SGMO) shares does the reporting officer own after the transaction?

After the reported tax withholding transaction, the officer beneficially owned 719,804 shares of Sangamo Therapeutics common stock.

What RSU vesting occurred for the Sangamo Therapeutics (SGMO) officer on November 24, 2025?

The explanation states that 2,466 shares came from the November 24, 2025 vesting installment of the officer’s February 24, 2023 RSU grant, which contributed to the shares surrendered for tax withholding.

What future RSU vesting is described for the Sangamo Therapeutics (SGMO) officer?

The disclosure notes 5,010 shares from the February 24, 2023 RSU grant scheduled to vest on February 24, 2026, 89,063 shares from a January 22, 2024 RSU grant vesting in equal quarterly installments through January 22, 2026, and 120,000 shares from a February 25, 2025 RSU grant with one-fourth vesting on February 25, 2026 and the remainder in eight equal quarterly installments thereafter, all subject to continuous service and the equity plan.

Under what plan were the Sangamo Therapeutics (SGMO) RSUs granted to the officer?

The RSUs are granted under Sangamo’s Amended and Restated 2018 Equity Incentive Plan, as amended, which also governs vesting conditions and potential acceleration.