Sangamo (SGMO) Insider Tax-Withholding Disposition Reduces Holdings by 1,792

Rhea-AI Filing Summary

Sangamo Therapeutics insider Prathyusha Duraibabu, SVP and Chief Financial Officer, reported a routine disposition on 08/24/2025 of 1,792 shares of common stock. The shares were surrendered to the company solely to satisfy mandatory tax withholding on RSUs using the closing price of $0.5863 per share on 08/22/2025. Following the transaction the reporting person beneficially owns 744,487 shares, which include multiple RSU grants that vest over time: installments from a 02/24/2023 grant, a 01/22/2024 grant, and a 02/25/2025 grant, each subject to continuous service and plan terms.

Positive

• Continued significant ownership: Reporting person retains 744,487 shares after the withholding transaction, indicating ongoing alignment with shareholders.
• Clear vesting schedule disclosed: Multiple RSU grants and their vesting timelines through early 2026 are explicitly detailed.

Negative

• Shares surrendered for tax withholding: 1,792 shares were disposed of to satisfy taxes, reducing immediate beneficial holdings.
• Vesting subject to continuous service: Future share realizations depend on ongoing employment and potential plan acceleration provisions.

Insights

Securities Analyst

TL;DR: A tax-withholding stock surrender reduced holdings by 1,792 shares; remaining ownership remains substantial and tied to time-based RSU vesting.

This Form 4 reports a non-discretionary disposition for tax withholding, not an open-market sale, which is standard for RSU vesting events. The reporting person still holds 744,487 shares, comprised largely of time-based RSU grants with scheduled vesting through early 2026. For investors, this is an administrative insider filing that does not indicate a change in trading intent or liquidity events beyond required withholding.

Corporate Governance Expert

TL;DR: Transaction reflects routine compliance with equity plan withholding rules; no departure or novel compensation action disclosed.

The disclosure clarifies that the disposition is a deemed sale solely to satisfy tax obligations under the 2018 Equity Incentive Plan. The detailed vesting schedule and continued service condition are disclosed, including potential acceleration per the plan. This transparency aligns with Section 16 reporting expectations and shows no immediate governance or compensation policy concerns in the filing itself.

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)
	SVP, CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2025

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	08/24/2025		F		1,792(1)	D	$0.5863	744,487(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 August 24, 2025, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on August 22, 2025 of $0.5863/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) 3,218 shares resulting from the August 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 10,020 shares will vest in successive equal quarterly installments through February 24, 2026, (b) 178,125 shares subject to the Reporting Person's January 22, 2024 RSU grant that will vest in successive equal quarterly installments through January 22, 2026 and (c) 120,000 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.

	/s/ Prathyusha Duraibabu	08/26/2025
	** 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).
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FAQ

What did SGMO insider Prathyusha Duraibabu report on Form 4?

The filing reports a deemed disposition of 1,792 common shares on 08/24/2025 surrendered solely for mandatory tax withholding related to RSU vesting.

Was the 08/24/2025 transaction an open-market sale for SGMO?

No. The filing states the shares were surrendered to the issuer for tax withholding and do not represent a discretionary trade in the open market.

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

The reporting person beneficially owns 744,487 shares following the reported withholding disposition.

What price was used to calculate the tax withholding on the surrendered SGMO shares?

The issuer's closing stock price on 08/22/2025 of $0.5863 per share was used for the withholding calculation.

What RSU grants are included in the ownership total for SGMO?

Ownership includes shares from a 02/24/2023 RSU (installments through 02/24/2026), a 01/22/2024 RSU (vesting through 01/22/2026), and a 02/25/2025 RSU with partial vesting beginning 02/25/2026.