Sangamo CEO reports RSU vesting; 2,057,022 shares owned

Rhea-AI Filing Summary

Sangamo Therapeutics (SGMO) insider filing: the President, CEO and Director reported an automatic share withholding tied to RSU vesting. On October 22, 2025, 126,950 shares were withheld for mandatory taxes at a price of $0.66 per share, following the vesting of a portion of a restricted stock unit grant. After these transactions, the reporting person beneficially owned 2,057,022 shares, held directly.

The filing notes RSU schedules: 123,050 shares resulted from the October 22, 2025 vesting installment of a January 22, 2024 grant, with the remaining 250,000 shares vesting in equal quarterly installments through January 22, 2026. It also includes 29,494 shares from a February 24, 2023 grant vesting in equal quarterly installments through February 24, 2026, and 375,000 shares from a February 25, 2025 grant vesting one-fourth on February 25, 2026, with the balance in eight successive equal quarterly installments thereafter. All vesting is subject to continuous service and the plan’s terms.

Insights

Equity compensation analyst

Tax withholding on RSU vesting; no open-market sale.

The insider reported 126,950 shares withheld on October 22, 2025 to cover taxes from RSU vesting, using the issuer’s closing price of $0.66 per share. This is characterized as a disposition to the issuer for reporting and not a discretionary trade.

Post-transaction beneficial ownership stands at 2,057,022 shares, directly held. The filing outlines future vesting from multiple grants, each contingent on continuous service and plan terms, detailing quarterly vesting through January 22, 2026, February 24, 2026, and staged vesting beginning February 25, 2026.

Because this event is administrative and linked to compensation mechanics, it is typically neutral for the investment thesis. Market impact depends on future vesting and holder decisions under the 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^*

Macrae Sandy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CEO AND DIRECTOR

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025

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	10/22/2025		F		126,950(1)	D	$0.66	2,057,022(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 October 22, 2025, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on October 22, 2025 of $0.66/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) 123,050 shares resulting from the October 22, 2025 vesting installment of the Reporting Person's January 22, 2024 RSU grant, and the remaining 250,000 shares will vest in successive equal quarterly installments through January 22, 2026, (b) 29,494 shares subject to Reporting Person's February 24, 2023 RSU grant that will vest in successive equal quarterly installments through February 24, 2026 and (c) 375,000 shares subject to Reporting Person's February 25, 2025 RSU grant that will vest as to one-fourth (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	10/24/2025
	** 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).
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 did SGMO’s CEO report in the Form 4?

A tax withholding of 126,950 shares on October 22, 2025 tied to RSU vesting at $0.66 per share.

How many SGMO shares does the insider beneficially own after the transaction?

The filing reports 2,057,022 shares beneficially owned, held directly.

Was there an open-market sale by SGMO’s CEO?

No. The filing states the shares were surrendered solely for mandatory tax withholding and not a discretionary open-market trade.

What RSU grants and vesting schedules are disclosed for SGMO’s CEO?

Grants dated Jan 22, 2024 (remaining 250,000 vesting quarterly to Jan 22, 2026), Feb 24, 2023 (29,494 vesting quarterly to Feb 24, 2026), and Feb 25, 2025 (375,000: one-fourth on Feb 25, 2026, then eight quarterly installments).

What price was used for the tax withholding on the vested shares?

The issuer’s closing stock price on October 22, 2025 of $0.66 per share.

What is the insider’s role at SGMO?

The reporting person is SGMO’s President, CEO and Director.