Sangamo (SGMO) research chief surrenders shares for RSU tax withholding

Rhea-AI Filing Summary

Sangamo Therapeutics Head of Research & Technology Gregory D. Davis reported mandatory tax-related share dispositions tied to vesting restricted stock units. On February 24, 2026, 832 shares of common stock were surrendered at $0.4725 per share for required tax withholding. On February 25, 2026, an additional 5,119 shares were surrendered at $0.47 per share, also solely to cover tax obligations under the company’s 2018 equity incentive plan. These transactions are recorded as dispositions to the company for reporting purposes and are not discretionary open‑market trades. Following the later transaction, Davis directly owned 185,111 common shares.

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

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^*

Davis Gregory D

(Last) (First) (Middle)

C/O SANGAMO THERAPEUTICS, INC.

501 CANAL BLVD.

(Street)

RICHMOND CA 94804

(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)
	Head of Research & Technology

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		F		832(1)	D	$0.4725	190,230(2)	D
Common Stock	02/25/2026		F		5,119(3)	D	$0.47	185,111(4)	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 February 24, 2026, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on February 24, 2026 of $0.4725/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) 1,190 shares from the February 24, 2026 vesting installment of the Reporting Person's February 24, 2023 RSU grant and (b) 49,726 shares subject to Reporting Person's February 25, 2025 RSU grant that will vest as to one-quarter (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.

3. Represents shares underlying the portion of an RSU grant that vested on February 25, 2026, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on February 25, 2026 of $0.47/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.

4. Includes: 7,313 shares from the February 25, 2026 vesting installment of the Reporting Person's February 25, 2025 RSU grant and the remaining 37,294 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	02/26/2026
	** 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).
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.

FAQ

What insider transactions did SGMO executive Gregory D. Davis report?

Gregory D. Davis reported two tax-withholding share dispositions. He surrendered 832 shares on February 24, 2026 at $0.4725 and 5,119 shares on February 25, 2026 at $0.47, both tied to restricted stock unit vesting and not open-market trades.

Were the SGMO Form 4 transactions discretionary stock sales?

No. The Form 4 states the SGMO transactions were mandatory tax-withholding dispositions. Shares were surrendered to the issuer solely to cover tax liabilities from restricted stock unit vesting, and the filing specifies they were not discretionary open-market trades by Gregory D. Davis.

How many SGMO shares did Gregory D. Davis surrender for taxes?

Gregory D. Davis surrendered a total of 5,951 SGMO common shares for tax withholding. This included 832 shares on February 24, 2026 and 5,119 shares on February 25, 2026, both related to vesting restricted stock units under the company’s 2018 equity incentive plan.

What was Gregory D. Davis’s SGMO share ownership after these transactions?

After the February 25, 2026 tax-withholding disposition, Gregory D. Davis directly owned 185,111 SGMO common shares. This post-transaction balance reflects the shares remaining after surrendering 5,119 shares to cover taxes on restricted stock units that vested that day.

What equity awards are mentioned for SGMO executive Gregory D. Davis?

The footnotes describe RSU grants dated February 24, 2023 and February 25, 2025. Portions vested on February 24 and 25, 2026, with remaining 37,294 shares from the 2025 grant scheduled to vest in eight equal quarterly installments, subject to continuous service requirements.

How were the tax-withholding share prices determined in the SGMO Form 4?

The share prices used for tax withholding matched SGMO’s closing stock prices on the vesting dates. The filing notes $0.4725 per share on February 24, 2026 and $0.47 per share on February 25, 2026, consistent with the company’s 2018 equity incentive plan terms.