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Sangamo (SGMO) SVP uses 4,036 shares to cover RSU tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sangamo Therapeutics SVP Scott B. Willoughby reported a routine tax-withholding share disposition tied to restricted stock vesting. On May 25, 2026, 4,036 shares of common stock were surrendered to the company at $0.1743 per share solely to satisfy mandatory tax withholding on vested RSUs, not as an open-market trade. After this non-discretionary transaction, he directly holds 647,370 shares. A footnote notes that 7,214 shares vested from a February 25, 2025 RSU grant on the same date, with 78,750 additional RSU shares scheduled to vest in seven equal quarterly installments, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Willoughby Scott B.
Role SVP, CHIEF LEGAL OFFICER, SECY
Type Security Shares Price Value
Tax Withholding Common Stock 4,036 $0.1743 $703.47
Holdings After Transaction: Common Stock — 647,370 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: 7,214 shares from the May 25, 2026 vesting installment of the Reporting Person's February 25, 2025 RSU grant and the remaining 78,750 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.
Tax-withholding shares 4,036 shares Surrendered on May 25, 2026 to cover RSU taxes
Withholding price $0.1743/share Issuer’s closing stock price on May 25, 2026
Shares after transaction 647,370 shares Direct common stock holdings following the disposition
RSU vesting installment 7,214 shares Vested from February 25, 2025 RSU grant on May 25, 2026
Remaining RSUs scheduled 78,750 shares To vest in seven equal quarterly installments
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.
mandatory tax withholding financial
"were surrendered by the Reporting Person solely for mandatory tax withholding purposes"
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"
disposition financial
"This required tax withholding transaction is deemed to constitute a disposition of these shares"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Willoughby Scott B.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, CHIEF LEGAL OFFICER, SECY
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/25/2026F4,036(1)D$0.1743647,370(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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: 7,214 shares from the May 25, 2026 vesting installment of the Reporting Person's February 25, 2025 RSU grant and the remaining 78,750 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 Willoughby05/27/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SANGAMO THERAPEUTICS (SGMO) report for Scott B. Willoughby?

Scott B. Willoughby reported surrendering 4,036 shares of common stock on May 25, 2026. The shares were delivered to Sangamo Therapeutics solely to cover mandatory tax withholding on vested RSUs, not as an open-market purchase or sale.

Was the SGMO insider transaction by Scott B. Willoughby an open-market sale?

No. The 4,036 shares reported were surrendered solely for mandatory tax withholding purposes. A footnote clarifies this disposition was to the issuer under the 2018 EIP and does not represent a discretionary trade in the open market or otherwise.

How many SGMO shares does Scott B. Willoughby hold after this Form 4 transaction?

Following the tax-withholding disposition of 4,036 shares, Scott B. Willoughby directly holds 647,370 shares of Sangamo Therapeutics common stock. This figure reflects his position after the reported May 25, 2026 RSU-related transaction.

What RSUs vested for Scott B. Willoughby at Sangamo Therapeutics on May 25, 2026?

An installment of 7,214 shares vested from his February 25, 2025 RSU grant on May 25, 2026. A further 78,750 shares from this grant are scheduled to vest in seven equal quarterly installments, contingent on his continued service.

What is the price used for Scott B. Willoughby’s SGMO tax-withholding shares?

The 4,036 shares surrendered for tax withholding were valued using Sangamo Therapeutics’ closing stock price of $0.1743 per share on May 25, 2026. This price was applied under the terms of the company’s 2018 Equity Incentive Plan.

What plan governs Scott B. Willoughby’s RSU vesting and tax withholding at SGMO?

His RSU vesting and related tax-withholding share surrender are governed by Sangamo Therapeutics’ 2018 Equity Incentive Plan. The plan requires continuous service for scheduled vesting and allows share withholding to satisfy tax obligations on RSU vesting.