Sangamo (NASDAQ: SGMO) CFO logs 36,676-share RSU tax withholding move

Rhea-AI Filing Summary

Sangamo Therapeutics’ principal financial officer, Prathyusha Duraibabu, reported an automatic share withholding tied to restricted stock vesting. On January 22, 2026, 36,676 shares of common stock were surrendered to the company at $0.3985 per share to cover mandatory tax withholding on a vested restricted stock unit (RSU) grant. This is treated as a disposition to the issuer for reporting purposes but was not a discretionary sale in the open market.

After this tax withholding event, the officer beneficially owned 660,042 shares of common stock, including shares underlying multiple RSU grants that vest over time, subject to continued service 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

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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)
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		36,676(1)	D	$0.3985	660,042(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) 52,387 shares from the January 22, 2026 vesting installment of the Reporting Person's January 22, 2024 RSU grant, (b) 5,010 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) 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	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 SGMO disclose for Prathyusha Duraibabu?

The principal financial officer reported that 36,676 shares of Sangamo Therapeutics common stock were surrendered on January 22, 2026 to cover mandatory tax withholding on a vested restricted stock unit grant.

Was the SGMO insider transaction an open-market sale?

No. The shares were surrendered to Sangamo Therapeutics solely for 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 36,676 shares surrendered for tax withholding were valued using Sangamo Therapeutics’ closing stock price of $0.3985 per share on January 22, 2026.

How many SGMO shares does the officer report owning after the transaction?

Following the tax withholding transaction, the principal financial officer reported beneficial ownership of 660,042 shares of Sangamo Therapeutics common stock.

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

The footnotes describe RSU grants from January 22, 2024, February 24, 2023, and February 25, 2025, including 52,387 shares from the January 22, 2026 vesting installment and additional RSUs scheduled to vest in quarterly installments, subject to continuous service.

Under what plan were the SGMO RSUs granted?

The RSUs were granted under Sangamo Therapeutics’ Amended and Restated 2018 Equity Incentive Plan, as amended, which governs vesting and potential acceleration terms.