SGMO Form 4: RSU tax withholding and 193,791 shares owned

Rhea-AI Filing Summary

Sangamo Therapeutics (SGMO) reported an insider equity transaction by its Head of Research & Technology on Form 4. On November 24, 2025, 723 shares of common stock were surrendered to the company to cover mandatory tax withholding on a restricted stock unit (RSU) vesting, using the closing stock price of $0.4166 per share. This is treated as a disposition to the issuer for reporting purposes but was not a discretionary market trade.

After this tax withholding, the reporting person beneficially owned 193,791 shares, including shares from several RSU grants that vested or are scheduled to vest under Sangamo’s 2018 Equity Incentive Plan, subject to continuous service and potential acceleration 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

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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^*

Davis Gregory D

(Last) (First) (Middle)

C/O SANGAMO THERAPEUTICS, INC.

501 CANAL BLVD.

(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)
	Head of Research & Technology

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		723(1)	D	$0.4166	193,791(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) 1,298 shares from the November 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 2,022 shares will vest on February 24, 2026, (b) 18,750 shares subject to 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).
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 insider transaction did Sangamo Therapeutics (SGMO) report on this Form 4?

The Head of Research & Technology at Sangamo Therapeutics (SGMO) reported surrendering 723 shares of common stock on November 24, 2025 to cover mandatory tax withholding on a vesting restricted stock unit (RSU) grant.

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

No. The filing states the 723 shares were surrendered to the issuer solely for mandatory tax withholding related to RSU vesting and did not represent a discretionary trade by the reporting person in the open market or otherwise.

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

Following the reported tax withholding transaction, the insider beneficially owned 193,791 shares of Sangamo Therapeutics common stock, including shares underlying multiple RSU grants.

What price was used for the Sangamo (SGMO) tax withholding transaction?

The 723 shares surrendered for tax withholding were valued using Sangamo’s November 24, 2025 closing stock price of $0.4166 per share, as specified in the filing.

What RSU grants are referenced in this Sangamo (SGMO) Form 4 filing?

The filing references RSU grants dated February 24, 2023, January 22, 2024, and February 25, 2025, with shares that vested on November 24, 2025 and additional shares scheduled to vest through February 24, 2026, January 22, 2026, and February 25, 2026 and subsequent quarterly installments, subject to continuous service.

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

The RSUs discussed in the Form 4 were granted under Sangamo Therapeutics’ Amended and Restated 2018 Equity Incentive Plan, as amended, which governs vesting, tax withholding, and potential acceleration.