Sangamo (NASDAQ: SGMO) CEO surrenders shares for RSU tax withholding

Rhea-AI Filing Summary

Sangamo Therapeutics President and CEO Sandy Macrae reported two required tax-withholding dispositions of common stock tied to vested restricted stock units. On February 24, 2026, 5,291 shares were surrendered at $0.4725 per share, and on February 25, 2026, 33,637 shares were surrendered at $0.47 per share. The footnotes state these transactions were made solely to cover mandatory tax obligations under the company’s equity incentive plan and were not discretionary open-market trades. After these transactions, Macrae directly held 1,907,656 shares of common stock.

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)
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		5,291(1)	D	$0.4725	1,941,293(2)	D
Common Stock	02/25/2026		F		33,637(3)	D	$0.47	1,907,656(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) 9,456 shares from the February 24, 2026 vesting installment of the Reporting Person's February 24, 2023 RSU grant and (b) 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.

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: 60,113 shares from the February 25, 2026 vesting installment of the Reporting Person's February 25, 2025 RSU grant and the remaining 281,250 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 transactions did SGMO CEO Sandy Macrae report on this Form 4?

Sandy Macrae reported two dispositions of Sangamo Therapeutics common stock to cover taxes on vested RSUs. He surrendered shares on February 24 and 25, 2026 under the company’s equity plan, rather than executing discretionary open-market trades.

How many SGMO shares were surrendered for tax withholding by the CEO?

Sandy Macrae surrendered a total of 38,928 Sangamo Therapeutics shares for tax withholding. This came from 5,291 shares on February 24, 2026 and 33,637 shares on February 25, 2026, all tied to restricted stock unit vesting events.

At what prices were the SGMO tax-withholding dispositions reported?

The dispositions used Sangamo Therapeutics’ closing prices on the vesting dates. Shares surrendered on February 24, 2026 were valued at $0.4725 per share, and those on February 25, 2026 were valued at $0.47 per share, consistent with the equity plan’s tax-settlement terms.

Were Sandy Macrae’s SGMO Form 4 transactions open-market sales?

No, the Form 4 specifies these were mandatory tax-withholding transactions, not discretionary open-market sales. Shares underlying vested RSUs were automatically surrendered to Sangamo Therapeutics to satisfy tax obligations under the Amended and Restated 2018 Equity Incentive Plan.

How many SGMO shares does Sandy Macrae own after these transactions?

After the reported tax-withholding dispositions, Sandy Macrae directly holds 1,907,656 shares of Sangamo Therapeutics common stock. This post-transaction balance reflects the net shares remaining following settlement of tax liabilities on his vested restricted stock units.

What future SGMO RSU vesting does the Form 4 disclose for Sandy Macrae?

The filing notes 375,000 RSU shares from a February 25, 2025 grant, vesting one-fourth on February 25, 2026. The remaining 281,250 shares are scheduled to vest in eight equal quarterly installments, contingent on Macrae’s continuous service and subject to potential acceleration.