Sangamo Therapeutics (SGMO) CEO surrenders RSU shares to cover taxes

Rhea-AI Filing Summary

Sangamo Therapeutics CEO Sandy Macrae reported a tax-withholding disposition of 12,613 shares of Common Stock. These shares came from a restricted stock unit (RSU) grant vesting on May 25, 2026 and were surrendered to the company solely to cover mandatory taxes at $0.1743 per share.

The filing notes this is treated as a disposition to the issuer for reporting purposes but is not a discretionary open-market trade. After this transaction, Macrae holds 1,895,043 shares directly. The vesting event included 22,543 shares from a February 25, 2025 RSU grant, with 246,094 additional RSU shares scheduled to vest in seven equal quarterly installments, subject to continued service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Macrae Sandy

Role PRESIDENT, CEO AND DIRECTOR

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	12,613	$0.1743	$2K

Holdings After Transaction: Common Stock — 1,895,043 shares (Direct, null)

Footnotes (1)

1. Represents shares underlying the portion of an RSU grant that vested on May 25, 2026, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on May 25, 2026 of $0.1743/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. Includes: 22,543 shares from the May 25, 2026 vesting installment of the Reporting Person's February 25, 2025 RSU grant and the remaining 246,094 shares will vest in 7 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.

Key Figures

Tax-withholding shares: 12,613 shares Withholding price: $0.1743 per share Shares held after transaction: 1,895,043 shares +2 more

5 metrics

Tax-withholding shares 12,613 shares Common Stock surrendered for mandatory tax withholding on May 25, 2026

Withholding price $0.1743 per share Issuer's closing stock price on May 25, 2026 used for tax calculation

Shares held after transaction 1,895,043 shares Direct common stock ownership following tax-withholding disposition

RSU shares vested 22,543 shares Portion of February 25, 2025 RSU grant vested on May 25, 2026

Unvested RSU balance 246,094 shares To vest in seven successive equal quarterly installments after May 25, 2026

Key Terms

RSU, 2018 EIP, Continuous Service, tax withholding transaction

4 terms

RSU financial

"Represents shares underlying the portion of an RSU grant that vested on May 25, 2026"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

2018 EIP financial

"pursuant to the terms of the 2018 EIP"

Continuous Service financial

"The vesting of all such RSU grants is subject to the Reporting Person's Continuous Service"

tax withholding transaction financial

"This required tax withholding transaction is deemed to constitute a disposition"

Form 4 Insider Transactions: What Each Field Means →

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 CALIFORNIA 94804

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/25/2026		F		12,613(1)	D	$0.1743	1,895,043(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 an RSU grant that vested on May 25, 2026, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on May 25, 2026 of $0.1743/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.

2. Includes: 22,543 shares from the May 25, 2026 vesting installment of the Reporting Person's February 25, 2025 RSU grant and the remaining 246,094 shares will vest in 7 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	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Sangamo Therapeutics (SGMO) report for Sandy Macrae?

Sandy Macrae reported surrendering 12,613 Sangamo shares to cover taxes on vested RSUs. The disposition went back to the company and is treated as a reporting event, not an open-market trade or discretionary sale.

Was the Sandy Macrae SGMO Form 4 trade an open-market sale?

No, the Form 4 shows a mandatory tax-withholding disposition, not an open-market sale. Shares from a vesting RSU grant were delivered to Sangamo to satisfy withholding taxes at $0.1743 per share.

How many SGMO shares does Sandy Macrae hold after this Form 4 transaction?

After the tax-withholding disposition, Sandy Macrae directly holds 1,895,043 shares of Sangamo common stock. This position reflects his remaining equity stake following the surrender of 12,613 shares for required tax obligations.

What RSU vesting details are disclosed for Sandy Macrae at Sangamo (SGMO)?

The filing notes 22,543 shares vested on May 25, 2026 from a February 25, 2025 RSU grant. Another 246,094 RSU shares are scheduled to vest in seven equal quarterly installments, contingent on continued service.

How was the tax-withholding price determined in the SGMO Form 4?

Tax-withholding shares were valued using Sangamo’s $0.1743 per share closing price on May 25, 2026. That price determined how many RSU shares Sandy Macrae needed to surrender to cover his mandatory tax obligations.