Sangamo Therapeutics (SGMO) officer surrenders shares for tax withholding

Rhea-AI Filing Summary

Sangamo Therapeutics’ Principal Accounting Officer, Nikunj Jain, reported an automatic share withholding tied to restricted stock units. On January 22, 2026, 7,721 shares of common stock underlying a vested RSU tranche were surrendered back to Sangamo at $0.3985 per share to cover mandatory tax withholding under the company’s 2018 Equity Incentive Plan. This is treated as a disposition for reporting purposes but is not a discretionary open-market trade.

After this tax withholding event, Jain beneficially owned 242,996 shares, including RSUs from grants dated February 24, 2023, January 22, 2024, and February 25, 2025 that vest over time, as well as 5,000 shares acquired under the 2020 Employee Stock Purchase 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

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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^*

Jain Nikunj

(Last) (First) (Middle)

C/O SANGAMO THERAPEUTICS, INC.

501 CANAL BOULEVARD

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		F		7,721(1)	D	$0.3985	242,996(2)(3)	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 January 22, 2026, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on January 22, 2026 of $0.3985/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) 11,029 shares from the January 22, 2026 vesting installment of the Reporting Person's January 22, 2024 RSU grant, (b) 1,618 shares subject Reporting Person's February 24, 2023 RSU grant that will vest in successive equal quarterly installments through February 24, 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.

3. Includes 5,000 shares acquired on November 28, 2025 under the Issuer's 2020 Employee Stock Purchase Plan.

	/s/ Scott Willoughby, Attorney-in-Fact	01/26/2026
	** 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).
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FAQ

What insider transaction did Sangamo Therapeutics (SGMO) report for Nikunj Jain?

The filing shows that Principal Accounting Officer Nikunj Jain surrendered 7,721 shares of Sangamo common stock on January 22, 2026 in connection with a restricted stock unit vesting.

Was the SGMO insider transaction by Nikunj Jain an open-market sale?

No. The 7,721 shares were surrendered solely for mandatory tax withholding when RSUs vested, using the closing stock price of $0.3985 per share, and did not involve a discretionary open-market trade.

How many Sangamo Therapeutics shares does Nikunj Jain hold after this Form 4 transaction?

Following the reported tax withholding transaction, Nikunj Jain beneficially owned 242,996 shares of Sangamo Therapeutics common stock.

What equity awards are included in Nikunj Jain’s SGMO holdings?

His holdings include 11,029 shares from the January 22, 2026 vesting of a January 22, 2024 RSU grant, 1,618 shares from a February 24, 2023 RSU grant vesting quarterly through February 24, 2026, and 49,726 shares from a February 25, 2025 RSU grant vesting from February 25, 2026 in quarterly installments, all subject to continuous service.

How did the Sangamo 2020 Employee Stock Purchase Plan affect this insider’s share count?

The filing notes that Jain’s holdings include 5,000 shares acquired on November 28, 2025 under Sangamo’s 2020 Employee Stock Purchase Plan.

What role does Nikunj Jain hold at Sangamo Therapeutics (SGMO)?

According to the filing, Nikunj Jain serves as Principal Accounting Officer of Sangamo Therapeutics.