Sangamo (SGMO) SVP uses 36,676 shares to cover RSU taxes

Rhea-AI Filing Summary

Sangamo Therapeutics executive Scott B. Willoughby, SVP, Chief Legal Officer and Secretary, reported a routine share disposition tied to equity compensation. On January 22, 2026, 36,676 shares of common stock were surrendered to Sangamo solely for mandatory tax withholding on a restricted stock unit (RSU) vesting, using the company’s closing stock price of $0.3985 per share. This is treated as a disposition to the issuer for reporting purposes but was not a discretionary trade in the open market.

After this transaction, Willoughby beneficially owned 665,410 shares of common stock. This amount includes 52,387 shares from the January 22, 2026 vesting of a January 22, 2024 RSU grant, 4,008 RSU shares scheduled to vest quarterly through February 24, 2026, and 120,000 RSU shares from a February 25, 2025 grant that will vest beginning February 25, 2026, 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

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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^*

Willoughby Scott B.

(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)
	SVP, CHIEF LEGAL OFFICER, SECY

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	665,410(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: 52,387 shares from the January 22, 2026 vesting installment of the Reporting Person's January 22, 2024 RSU grant, (b) 4,008 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	01/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SGMO executive Scott Willoughby report?

Scott B. Willoughby, SVP and Chief Legal Officer of Sangamo Therapeutics (SGMO), reported surrendering 36,676 shares of common stock on January 22, 2026 in connection with an RSU vesting.

Was the SGMO insider transaction an open-market sale?

No. The filing states the 36,676 shares were surrendered solely for mandatory tax withholding on RSUs using Sangamo’s $0.3985 closing price, and it does not represent a discretionary trade in the open market or otherwise.

How many SGMO shares does Scott Willoughby own after this Form 4?

Following the reported tax-withholding transaction, Scott Willoughby beneficially owned 665,410 shares of Sangamo Therapeutics common stock, held directly.

What RSU awards are included in Scott Willoughby’s SGMO holdings?

His holdings include 52,387 shares from the January 22, 2026 vesting of a January 22, 2024 RSU grant, 4,008 RSU shares from a February 24, 2023 grant vesting quarterly through February 24, 2026, and 120,000 RSU shares from a February 25, 2025 grant that begin vesting on February 25, 2026 and then in eight equal quarterly installments.

What conditions apply to Scott Willoughby’s SGMO RSU vesting?

The filing notes that vesting of all referenced RSU grants is subject to the reporting person’s Continuous Service (as defined in the 2018 Equity Incentive Plan) through each vesting date and is subject to possible acceleration under that plan.

What plan governs the SGMO RSU and tax withholding transaction?

The RSU vesting and the related mandatory tax withholding were carried out under Sangamo’s Amended and Restated 2018 Equity Incentive Plan, as amended.