Form 4: Sangamo CEO Sells Shares for Tax Obligations

Sangamo Therapeutics CEO Sandy Macrae disposed of common stock solely for mandatory tax withholding related to restricted stock unit vesting.

Summary

• Sandy Macrae, President, CEO, and Director of Sangamo Therapeutics, Inc. (SGMO), reported two dispositions of common stock.
• On February 24, 2026, Macrae surrendered 5,291 shares of common stock for mandatory tax withholding purposes at a price of $0.4725 per share.
• On February 25, 2026, an additional 33,637 shares were surrendered for mandatory tax withholding at a price of $0.47 per share.
• These dispositions were not discretionary trades but were required to cover tax obligations arising from the vesting of Restricted Stock Units (RSUs) under the Issuer's Amended and Restated 2018 Equity Incentive Plan.
• Following these transactions, Macrae beneficially owns 1,907,656 shares of common stock.
• The shares surrendered on February 24, 2026, were from a portion of an RSU grant that vested on that date.
• The shares surrendered on February 25, 2026, were from a portion of an RSU grant that vested on that date.
• Remaining RSU grants include 9,456 shares from a February 24, 2023 RSU grant (vested February 24, 2026) and 375,000 shares from a February 25, 2025 RSU grant, with one-fourth vesting on February 25, 2026, and the remainder in 8 successive equal quarterly installments.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The transactions are routine, non-discretionary dispositions for tax purposes related to RSU vesting, which is a standard part of executive compensation.

Positives

• The reported dispositions were for mandatory tax withholding related to RSU vesting, indicating a non-discretionary transaction rather than a sale driven by a negative outlook.
• The vesting of Restricted Stock Units represents a form of compensation for the executive, aligning management's interests with shareholder value over time.

Negatives

• The transactions represent a reduction in the CEO's direct shareholdings, although this is for tax purposes and not a discretionary sale.

Future Outlook

Future vesting installments for Sandy Macrae's RSU grants include the remainder of the 375,000 shares from the February 25, 2025 grant, which will vest in 8 successive equal quarterly installments after February 25, 2026. All vesting is contingent on continuous service.

Management Comments

• The 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.

Industry Context

StockSavvy.ai notes that Form 4 filings detailing executive stock transactions, particularly those related to RSU vesting and tax withholdings, are common across all industries. These filings provide transparency into executive compensation and ownership changes but typically do not reflect broader industry trends.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine, non-discretionary tax-related dispositions, not indicative of a change in company fundamentals or management's confidence.
• Employees: No direct impact mentioned.

Next Steps

• Remaining portions of the February 25, 2025 RSU grant will vest in 8 successive equal quarterly installments.

Key Dates

Keywords

SGMO, Sangamo Therapeutics, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Executive Compensation