SGMO insider reports RSU tax withholding, 696,718 shares owned

Rhea-AI Filing Summary

Sangamo Therapeutics, Inc. executive share transaction disclosure

Sangamo Therapeutics' principal financial officer reported an automatic share transaction related to restricted stock units. On November 24, 2025, 2,544 shares of common stock were surrendered to the company at $0.4166 per share to cover mandatory tax withholding when a portion of a restricted stock unit (RSU) award vested. This is recorded as a disposition to the issuer for reporting purposes but was not a discretionary open-market trade.

After this tax withholding event, the officer beneficially owned 696,718 shares of common stock, including multiple RSU grants that continue to vest over time, subject to continued service and potential acceleration under the company’s 2018 Equity Incentive 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^*

Duraibabu Prathyusha

(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)
	PRINCIPAL FINANCIAL OFFICER

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		2,544(1)	D	$0.4166	696,718(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) 2,466 shares resulting from the November 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 5,010 shares will vest on February 24, 2026, (b) 89,063 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) 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.

	/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).
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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 SGMO report in this Form 4?

The principal financial officer of Sangamo Therapeutics, Inc. (SGMO) reported the surrender of 2,544 shares of common stock to the company to satisfy tax withholding on a vested restricted stock unit grant.

Was the SGMO insider transaction an open-market sale?

No. The 2,544 shares were surrendered solely for mandatory tax withholding upon RSU vesting and are deemed a disposition to the issuer for reporting purposes, not a discretionary open-market trade.

At what price were the SGMO shares used for tax withholding valued?

The shares were valued using Sangamo Therapeutics' $0.4166 per share closing stock price on November 24, 2025, as provided under the company’s 2018 Equity Incentive Plan.

How many SGMO shares does the reporting officer beneficially own after this transaction?

Following the reported transaction, the officer beneficially owned 696,718 shares of Sangamo Therapeutics common stock, including shares underlying multiple RSU grants subject to future vesting.

What RSU grants are referenced in the SGMO Form 4 filing?

The filing references RSU grants dated February 24, 2023, January 22, 2024, and February 25, 2025, with remaining shares scheduled to vest on specified future dates, conditioned on continuous service and the terms of the 2018 Equity Incentive Plan.

Why does a tax withholding event appear as a disposition in the SGMO Form 4?

For reporting purposes, shares surrendered for tax withholding upon RSU vesting are treated as a disposition to the issuer, even though the insider did not choose to sell shares in the market.