Form 4: Sangamo CEO's Routine Tax Withholding on RSU Vesting

Sangamo Therapeutics CEO Sandy Macrae surrendered 7,488 shares for mandatory tax withholding following the vesting of restricted stock units.

Summary

• Sandy Macrae, President, CEO, and Director of Sangamo Therapeutics, Inc. (SGMO), reported a transaction on August 24, 2025.
• The transaction involved the surrender of 7,488 shares of Common Stock for mandatory tax withholding purposes.
• These shares were surrendered due to the vesting of a portion of a restricted stock unit (RSU) grant.
• The shares were valued at $0.5863 per share, based on the closing stock price on August 22, 2025.
• This was a non-discretionary transaction, solely for tax obligations, and does not represent an open market trade.
• Following this transaction, Macrae beneficially owns 2,183,972 shares.
• The beneficial ownership includes shares from various RSU grants with future vesting schedules through January 2026 and February 2026.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary tax withholding event related to RSU vesting, which is neutral in sentiment. It reflects standard executive compensation practices.

Positives

• The vesting of RSUs indicates continued alignment of management's interests with shareholders through equity compensation.
• The reporting person's significant beneficial ownership of 2,183,972 shares demonstrates a substantial stake in the company's future performance.

Negatives

• The surrender of shares, even for tax purposes, reduces the direct share count held by the CEO.

Future Outlook

The filing indicates future vesting schedules for various RSU grants through January 2026 and February 2026, contingent on continuous service.

Industry Context

This is a routine insider transaction related to equity compensation, common across all industries for publicly traded companies. It reflects standard practices for executive compensation and tax compliance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a standard practice in the biotechnology and pharmaceutical industries, aligning executive incentives with long-term shareholder value.
• Mandatory tax withholding upon RSU vesting is a common and expected mechanism for executives to cover tax liabilities, consistent with practices at comparable companies like Vertex Pharmaceuticals (VRTX) or Regeneron Pharmaceuticals (REGN) when their executives' equity awards vest.
• The reported beneficial ownership, including unvested RSUs, is a typical structure for executive equity holdings, reflecting a commitment to the company's future performance.

Stakeholder Impact

• Shareholders: The transaction is a routine tax-related event and does not significantly alter the company's financial position or strategic direction. It confirms the CEO's continued equity stake.

Next Steps

• Remaining 29,494 shares from the February 24, 2023 RSU grant will vest in successive equal quarterly installments through February 24, 2026.
• 500,000 shares from the January 22, 2024 RSU grant will vest in successive equal quarterly installments through January 22, 2026.
• 375,000 shares from the February 25, 2025 RSU grant will vest as to one-quarter (1/4) on February 25, 2026, with the remainder vesting in 8 successive equal quarterly installments thereafter.

Key Dates

Keywords

Sangamo Therapeutics, SGMO, Form 4, Insider Transaction, Restricted Stock Units, RSU, Tax Withholding, Sandy Macrae, CEO, Beneficial Ownership