Form 4: Sangamo CEO Sells Shares for Tax Obligations

Sangamo Therapeutics CEO Sandy Macrae disposed of 7,488 shares of common stock to cover tax liabilities related to vested restricted stock units.

Summary

• Sandy Macrae, President, CEO, and Director of Sangamo Therapeutics, Inc. (SGMO), reported a transaction on November 24, 2025.
• Macrae disposed of 7,488 shares of common stock at a price of $0.4166 per share.
• This disposition was solely for mandatory tax withholding purposes, following the vesting of a portion of a restricted stock unit (RSU) grant.
• The transaction is not a discretionary trade but a required action under the Issuer's Amended and Restated 2018 Equity Incentive Plan.
• Following this transaction, Macrae beneficially owns 2,049,534 shares of common stock.
• The reported beneficial ownership includes 7,259 shares from the November 24, 2025 vesting installment of a February 24, 2023 RSU grant.
• Future vesting includes 14,747 shares from the February 24, 2023 RSU grant on February 24, 2026.
• An additional 250,000 shares from a January 22, 2024 RSU grant will vest in successive equal quarterly installments through January 22, 2026.
• A February 25, 2025 RSU grant of 375,000 shares will vest as to one-fourth on February 25, 2026, with the remainder vesting in 8 successive equal quarterly installments thereafter.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction for tax withholding related to executive compensation, which is neutral in terms of company sentiment.

Positives

• The vesting of restricted stock units indicates ongoing executive compensation and retention, aligning management's interests with shareholder value over the long term.

Future Outlook

Sandy Macrae has significant future equity compensation tied to Sangamo Therapeutics' performance, with various Restricted Stock Unit (RSU) grants scheduled to vest through February 2026 and beyond. This includes 14,747 shares vesting on February 24, 2026, 250,000 shares vesting quarterly through January 22, 2026, and 375,000 shares vesting in installments starting February 25, 2026, subject to continuous service.

Management Comments

• The disposition of 7,488 shares was solely for mandatory tax withholding purposes, not a discretionary trade, following the vesting of restricted stock units.

Industry Context

This type of transaction, involving the disposition of shares for tax withholding upon the vesting of restricted stock units, is a routine and common practice for executives in publicly traded companies, particularly within the biotechnology and pharmaceutical sectors, as part of their compensation structure.

Comparison to Industry Standards

• The practice of surrendering shares for mandatory tax withholding upon RSU vesting is a standard industry practice for executive compensation across various sectors, including biotech. It is a non-discretionary event and does not typically reflect a change in an executive's investment sentiment or the company's outlook, aligning with common compensation plan structures seen at comparable companies.

Stakeholder Impact

• Shareholders: The transaction is a routine part of executive compensation and does not indicate a change in management's confidence or strategic direction. It has minimal direct impact on current share value.
• Employees: The vesting of RSUs and subsequent tax withholding is a standard component of executive compensation plans, reflecting established incentive structures.

Next Steps

• Continued vesting of 14,747 shares from the February 24, 2023 RSU grant on February 24, 2026.
• Ongoing quarterly vesting of 250,000 shares from the January 22, 2024 RSU grant through January 22, 2026.
• Initial vesting of one-fourth of the 375,000 shares from the February 25, 2025 RSU grant on February 25, 2026, followed by 8 successive equal quarterly installments.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary sale of shares by CEO Sandy Macrae to cover tax obligations arising from the vesting of restricted stock units. Such transactions are common for executive compensation and do not reflect a change in management's outlook or a discretionary sale of stock. Therefore, it provides no new fundamental information to alter an existing investment thesis, warranting a 'hold' recommendation.

Keywords

Sangamo Therapeutics, SGMO, Macrae Sandy, Form 4, Insider Transaction, RSU, Stock Sale, Tax Withholding, Executive Compensation