Sangamo Therapeutics insider reports mandatory RSU tax share surrender

Rhea-AI Filing Summary

Sangamo Therapeutics (SGMO) filed a Form 4 for its SVP, Chief Legal Officer and Secretary, reporting an automatic share withholding tied to restricted stock units (RSUs). On November 24, 2025, 2,035 shares of common stock were surrendered to the company solely to cover mandatory tax withholding, using a closing stock price of $0.4166 per share. After this tax transaction, the reporting person beneficially owned 702,086 shares.

The filing explains that these holdings include multiple RSU grants with scheduled vesting through early 2027, all conditioned on continued service. This transaction is characterized as required tax withholding and not a discretionary trade in the open market.

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^*

Willoughby Scott B.

(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 LEGAL OFFICER, SECY

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		2,035(1)	D	$0.4166	702,086(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) 1,973 shares resulting from the November 24, 2025 vesting installment of the Reporting Person's February 24, 2023 RSU grant, and the remaining 4,008 shares will vest on February 24, 2026, (b) 89,063 shares subject to 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-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	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).
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FAQ

What did the Sangamo Therapeutics (SGMO) Form 4 filed by the SVP Chief Legal Officer report?

The Form 4 reports that the Sangamo Therapeutics SVP, Chief Legal Officer and Secretary surrendered 2,035 shares of common stock on November 24, 2025 to cover mandatory tax withholding on a vesting RSU grant.

Was the SGMO insider transaction a discretionary trade?

No. The filing states that the 2,035 shares were surrendered solely for mandatory tax withholding purposes and that the transaction does not represent a discretionary trade by the reporting person in the open market or otherwise.

What stock price was used for the Sangamo (SGMO) RSU tax withholding?

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

How many SGMO shares did the insider own after the reported transaction?

Following the reported tax withholding transaction, the reporting person beneficially owned 702,086 shares of Sangamo Therapeutics common stock, including shares underlying several RSU grants.

What RSU grants are referenced in the Sangamo (SGMO) Form 4 filing?

The filing references RSU grants from February 24, 2023, January 22, 2024, and February 25, 2025, with installments that vested on November 24, 2025 and additional shares scheduled to vest through February 24, 2026, January 22, 2026, and in successive quarterly installments after February 25, 2026, subject to continuous service.

What role does the reporting person hold at Sangamo Therapeutics (SGMO)?

The reporting person is an officer of Sangamo Therapeutics, serving as SVP, Chief Legal Officer and Secretary.