SGMO Form 4: CEO RSU vesting and 2.05M shares owned

Rhea-AI Filing Summary

Sangamo Therapeutics (SGMO) reported an insider equity transaction involving its President, CEO and Director. On November 24, 2025, the executive had 7,488 shares of common stock withheld and treated as disposed of at $0.4166 per share to cover mandatory tax obligations tied to a restricted stock unit (RSU) vesting event under the company’s 2018 Equity Incentive Plan. This was not an open-market or discretionary sale.

Following this tax withholding, the executive beneficially owned 2,049,534 shares, including multiple RSU grants that vest over time, such as shares from a February 24, 2023 grant, a January 22, 2024 grant vesting in equal quarterly installments through January 22, 2026, and a February 25, 2025 grant with vesting starting February 25, 2026. All RSU vesting remains contingent on continued service and potential acceleration provisions under the 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^*

Macrae Sandy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CEO AND DIRECTOR

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		7,488(1)	D	$0.4166	2,049,534(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) 7,259 shares resulting from the November 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 14,747 shares will vest on February 24, 2026, (b) 250,000 shares subject to Reporting Person's January 22, 2024 RSU grant will vest in successive equal quarterly installments through January 22, 2026, (c) 375,000 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).
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 transaction did Sangamo Therapeutics (SGMO) report in this Form 4?

The filing shows the President, CEO and Director had 7,488 shares of Sangamo Therapeutics common stock withheld on November 24, 2025 to satisfy mandatory tax withholding linked to a restricted stock unit (RSU) vesting.

Was the Sangamo Therapeutics (SGMO) insider transaction an open-market sale?

No. The filing states the 7,488 shares were surrendered solely for mandatory tax withholding using the issuer’s closing stock price of $0.4166 per share and "does not represent a discretionary trade" in the open market or otherwise.

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

After the reported transaction, the executive beneficially owned 2,049,534 shares of Sangamo Therapeutics common stock, including shares underlying multiple RSU grants with future vesting schedules.

What RSU grants for the SGMO executive are described in the filing?

The filing notes: (a) 7,259 shares from a February 24, 2023 RSU grant vested on November 24, 2025, with 14,747 shares scheduled to vest on February 24, 2026; (b) 250,000 shares from a January 22, 2024 RSU grant vest in equal quarterly installments through January 22, 2026; and (c) 375,000 shares from a February 25, 2025 RSU grant vest as to one-fourth on February 25, 2026, with the remainder vesting in eight successive equal quarterly installments.

What conditions apply to the vesting of the SGMO executive’s RSUs?

The vesting of all referenced RSU grants is subject to the executive’s Continuous Service through each vesting date and may be subject to acceleration as provided in Sangamo’s Amended and Restated 2018 Equity Incentive Plan.

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

The required tax withholding transaction used Sangamo Therapeutics’ closing stock price of $0.4166 per share on November 24, 2025 to determine the value of the 7,488 shares surrendered.