RSU tax withholding trims Sangamo (SGMO) officer’s share holdings

Rhea-AI Filing Summary

Sangamo Therapeutics principal accounting officer Nikunj Jain reported two share dispositions tied to restricted stock unit (RSU) vesting and tax withholding. On February 24, 2026, 666 shares of common stock were surrendered at $0.4725 per share to satisfy mandatory tax obligations on vested RSUs.

On February 25, 2026, an additional 5,119 shares were surrendered at $0.47 per share for the same tax-withholding purpose under the company’s 2018 Equity Incentive Plan. These transactions are reported as dispositions to the company and are explicitly described as non-discretionary, not open-market trades.

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^*

Jain Nikunj

(Last) (First) (Middle)

C/O SANGAMO THERAPEUTICS, INC.

501 CANAL BOULEVARD

(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)
	Principal Accounting Officer

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		666(1)	D	$0.4725	242,330(2)	D
Common Stock	02/25/2026		F		5,119(3)	D	$0.47	237,211(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) 952 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
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FAQ

What insider activity did Sangamo Therapeutics (SGMO) report for Nikunj Jain?

Sangamo’s principal accounting officer, Nikunj Jain, reported two tax-withholding share dispositions linked to RSU vesting, surrendering 666 shares on February 24, 2026 and 5,119 shares on February 25, 2026, all under the company’s 2018 Equity Incentive Plan.

Were the SGMO insider transactions open-market sales or tax withholding?

The transactions were mandatory tax-withholding dispositions, not open-market sales. Shares were surrendered to Sangamo to cover tax liabilities arising from RSU vesting, using the issuer’s closing stock prices on February 24, 2026 and February 25, 2026, as specified in the filing footnotes.

How many Sangamo shares did Nikunj Jain dispose of for tax withholding?

Nikunj Jain disposed of 666 shares on February 24, 2026 at $0.4725 per share and 5,119 shares on February 25, 2026 at $0.47 per share, all surrendered to satisfy tax obligations on RSU vesting under the 2018 Equity Incentive Plan.

How many Sangamo shares does Nikunj Jain hold after these transactions?

After the February 24, 2026 disposition, Jain held 242,330 shares of common stock. After the February 25, 2026 tax-withholding disposition, his reported direct holdings were 237,211 shares, reflecting required share surrenders tied to RSU vesting events during those two days.

What RSU vesting details are disclosed for Sangamo’s Nikunj Jain?

The filing notes RSU vesting on February 24 and 25, 2026, including 952 vested shares from a February 24, 2023 grant and 7,313 vested shares from a February 25, 2025 grant, with remaining RSU shares vesting in eight successive equal quarterly installments, subject to continuous service.

Which equity plan governs these Sangamo RSU and tax-withholding transactions?

Both the RSU vesting and related tax-withholding share surrenders are governed by Sangamo’s Amended and Restated 2018 Equity Incentive Plan, as amended. The plan allows using vested RSU shares, valued at the issuer’s closing stock price, to satisfy mandatory tax obligations upon vesting.