Sangamo SVP reports tax withholding; owns 722,348 shares

Rhea-AI Filing Summary

Sangamo Therapeutics (SGMO) insider filing: The SVP–Chief Development Officer reported a routine tax-withholding transaction tied to RSU vesting. On 10/22/2025, 43,741 shares were surrendered at $0.66 under Code F to cover mandatory taxes from an RSU vesting event. Following the transaction, beneficial ownership stands at 722,348 shares (direct).

The filing notes RSU activity and schedules: 45,321 shares vested on 10/22/2025 from a 1/22/2024 grant; 89,063 shares from that grant are scheduled to vest in equal quarterly installments through 1/22/2026. It also lists 10,020 shares from a 2/24/2023 grant vesting quarterly through 2/24/2026 and 120,000 shares from a 2/25/2025 grant vesting one-fourth on 2/25/2026 with the remainder in eight equal quarterly installments thereafter, each subject to continuous service.

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^*

Dubois-Stringfellow Nathalie

(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 DEVELOPMENT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025

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	10/22/2025		F		43,741(1)	D	$0.66	722,348(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 October 22, 2025, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on October 22, 2025 of $0.66/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) 45,321 shares resulting from the October 22, 2025 vesting installment of the Reporting Person's January 22, 2024 RSU grant, and the remaining 89,063 shares will vest in successive equal quarterly installments through January 22, 2026, (b) 10,020 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 subject to the grant 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	10/24/2025
	** 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 did SGMO’s insider report on Form 4?

A tax-withholding disposition under Code F: 43,741 shares surrendered on 10/22/2025 to cover taxes on RSU vesting.

At what price were the SGMO shares withheld for taxes?

The issuer’s closing stock price of $0.66 per share on 10/22/2025.

How many SGMO shares does the insider own after the transaction?

Beneficial ownership is 722,348 shares (direct).

Did the insider sell shares on the open market?

No. The filing states the shares were surrendered solely for mandatory tax withholding and not a discretionary trade.

What RSU tranches are referenced for SGMO?

45,321 shares vested on 10/22/2025; 89,063 remain scheduled through 1/22/2026; 10,020 vest through 2/24/2026; 120,000 vest starting 2/25/2026 with eight quarterly installments thereafter.

Whose position is reported in this SGMO filing?

An officer serving as SVP–Chief Development Officer.