Sangamo (SGMO) legal chief surrenders shares for RSU tax withholding

Rhea-AI Filing Summary

Sangamo Therapeutics SVP and Chief Legal Officer Scott B. Willoughby reported mandatory tax-withholding share dispositions tied to restricted stock unit (RSU) vesting. On February 24, 2026, 1,650 common shares were surrendered at $0.4725 per share, and on February 25, 2026, 12,354 common shares were surrendered at $0.47 per share.

In both cases, the shares were delivered back to the company solely to cover tax liabilities upon RSU vesting under Sangamo’s 2018 Equity Incentive Plan and were not discretionary open-market trades. After these transactions, Willoughby directly owned 651,406 shares of Sangamo common stock.

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^*

Willoughby Scott B.

(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 LEGAL OFFICER, SECY

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		1,650(1)	D	$0.4725	663,760(2)	D
Common Stock	02/25/2026		F		12,354(3)	D	$0.47	651,406(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) 2,358 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 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 B. Willoughby	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SGMO executive Scott B. Willoughby report?

Scott B. Willoughby reported two tax-withholding share dispositions linked to RSU vesting. He surrendered 1,650 common shares on February 24, 2026 and 12,354 shares on February 25, 2026, both delivered to Sangamo to satisfy mandatory tax obligations under its equity plan.

Were Scott B. Willoughby’s SGMO stock transactions open-market sales?

No, the transactions were not open-market sales. The filing states the shares were surrendered solely for mandatory tax withholding when RSUs vested, and are deemed dispositions to Sangamo for reporting purposes, rather than discretionary trades executed in the market by Willoughby.

How many SGMO shares did Scott B. Willoughby surrender for taxes?

Willoughby surrendered a total of 14,004 Sangamo common shares for tax withholding. This consisted of 1,650 shares on February 24, 2026 at $0.4725 per share and 12,354 shares on February 25, 2026 at $0.47 per share, both tied to RSU vesting.

What is Scott B. Willoughby’s SGMO share ownership after these transactions?

After the reported tax-withholding dispositions, Willoughby directly owned 651,406 shares of Sangamo common stock. This figure reflects his holdings following the February 25, 2026 surrender of 12,354 shares and is disclosed as his direct beneficial ownership in the Form 4 filing.

What RSU grants are referenced in Scott B. Willoughby’s SGMO Form 4?

The filing references RSUs granted on February 24, 2023 and February 25, 2025. Portions of these RSUs vested on February 24 and 25, 2026, triggering the tax-withholding share surrenders, while remaining shares are scheduled to vest in future quarterly installments, subject to continuous service.

How were the SGMO tax-withholding share values determined in this Form 4?

The share values used for tax withholding were based on Sangamo’s closing stock prices on the vesting dates. The filing specifies $0.4725 per share on February 24, 2026 and $0.47 per share on February 25, 2026, consistent with the company’s 2018 Equity Incentive Plan terms.