Sangamo Therapeutics (SGMO) exec surrenders 7,721 shares for tax withholding

Rhea-AI Filing Summary

Sangamo Therapeutics reported an insider equity transaction by Davis Gregory D, its Head of Research & Technology. On January 22, 2026, a portion of his restricted stock units vested and 7,721 shares of common stock were surrendered solely to cover mandatory tax withholding at a price of $0.3985 per share under the company’s 2018 Equity Incentive Plan.

After this tax withholding event, he beneficially owns 191,062 shares of common stock, including vested and unvested RSUs and 5,000 shares previously acquired through the 2020 Employee Stock Purchase Plan. The filing notes this is a required tax withholding transaction and not a discretionary open-market sale.

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^*

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)
01/22/2026

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	01/22/2026		F		7,721(1)	D	$0.3985	191,062(2)(3)(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 January 22, 2026, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes using the Issuer's closing stock price on January 22, 2026 of $0.3985/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) 11,029 shares from the January 22, 2026 vesting installment of the Reporting Person's January 22, 2024 RSU grant, (b) 2,022 shares subject to Reporting Person's February 24, 2023 RSU grant that will vest in successive equal quarterly installments through February 24, 2026 and (c) 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. Includes 5,000 shares acquired on May 30, 2025 under the Issuer's 2020 Employee Stock Purchase Plan.

4. The Reporting Person previously transferred 8 shares of the Issuer's common stock to his ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.

	/s/ Scott Willoughby, Attorney-in-Fact	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Sangamo Therapeutics (SGMO) report in this Form 4?

The filing reports that Davis Gregory D, Head of Research & Technology at Sangamo Therapeutics, surrendered 7,721 shares of common stock on January 22, 2026 in connection with the vesting of restricted stock units.

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

No. The filing states the 7,721 shares were surrendered solely for mandatory tax withholding when RSUs vested, using the closing stock price of $0.3985 per share. It explicitly notes this is not a discretionary trade in the open market.

How many Sangamo Therapeutics shares does Davis Gregory D own after the transaction?

Following the reported transaction, Davis Gregory D beneficially owns 191,062 shares of Sangamo Therapeutics common stock, held directly. This figure includes various RSU grants and shares acquired under the 2020 Employee Stock Purchase Plan.

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

The footnotes reference RSU grants dated January 22, 2024, February 24, 2023, and February 25, 2025. Portions of these RSUs have vested or will vest in quarterly installments, subject to the reporting person’s continuous service and the terms of the 2018 Equity Incentive Plan.

What price was used for the Sangamo insider tax withholding shares?

The shares surrendered for tax withholding were valued using Sangamo Therapeutics' closing stock price of $0.3985 per share on January 22, 2026, as specified in the filing.

Does the Form 4 mention any shares acquired under Sangamo’s employee stock purchase plan?

Yes. A footnote states that the beneficial ownership total includes 5,000 shares acquired on May 30, 2025 under Sangamo’s 2020 Employee Stock Purchase Plan.