Sangamo (SGMO) CEO surrenders 102,950 RSU shares for tax withholding

Rhea-AI Filing Summary

Sangamo Therapeutics president and CEO Sandy Macrae reported a Form 4 transaction involving company common stock. On January 22, 2026, 102,950 shares were automatically surrendered at a price of $0.3985 per share to cover mandatory tax withholding tied to the vesting of restricted stock units under Sangamo’s 2018 Equity Incentive Plan. This is treated as a disposition to the company for reporting purposes but was not a discretionary open-market trade. After this tax-withholding event, Macrae beneficially owned 1,946,584 shares of Sangamo common stock, including multiple RSU grants that continue to vest over time, subject to ongoing service conditions.

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^*

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)
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		102,950(1)	D	$0.3985	1,946,584(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 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) 147,050 shares from the January 22, 2026 vesting installment of the Reporting Person's January 22, 2024 RSU grant, (b) 14,747 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	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did SGMO CEO Sandy Macrae report?

On January 22, 2026, Sandy Macrae reported the surrender of 102,950 shares of Sangamo Therapeutics (SGMO) common stock to cover mandatory tax withholding on vested RSUs.

Was the SGMO insider transaction an open-market sale?

No. The filing states the 102,950 shares were surrendered solely for mandatory tax withholding purposes on RSU vesting and do not represent a discretionary trade in the open market.

At what price were Sandy Macrae’s SGMO shares used for tax withholding valued?

The surrendered 102,950 shares were valued using Sangamo’s closing stock price of $0.3985 per share on January 22, 2026.

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

After the reported transaction, Sandy Macrae beneficially owned 1,946,584 shares of Sangamo Therapeutics common stock.

What equity awards are included in Sandy Macrae’s SGMO holdings?

His holdings include RSUs from a January 22, 2024 grant, a February 24, 2023 grant vesting in quarterly installments through February 24, 2026, and a February 25, 2025 grant vesting partly on February 25, 2026 and then in eight quarterly installments.

What plan governs the SGMO RSU tax-withholding transaction for Sandy Macrae?

The RSU vesting and related tax withholding are governed by Sangamo’s Amended and Restated 2018 Equity Incentive Plan, as amended.