Form 4: Sangamo Exec Sells Shares for Tax Withholding

Sangamo Therapeutics' Head of Research & Technology, Gregory D. Davis, disposed of 723 shares for mandatory tax withholding related to RSU vesting.

Summary

• Gregory D. Davis, Head of Research & Technology at Sangamo Therapeutics, Inc. (SGMO), reported a disposition of 723 shares of common stock.
• The transaction occurred on November 24, 2025, at a price of $0.4166 per share.
• The shares were surrendered solely for mandatory tax withholding purposes upon the vesting of a portion of a restricted stock unit (RSU) grant.
• This disposition was executed pursuant to the terms of the Issuer's Amended and Restated 2018 Equity Incentive Plan (2018 EIP) and is not a discretionary trade.
• Following this transaction, Gregory D. Davis beneficially owns 193,791 shares of Sangamo Therapeutics common stock.
• The beneficially owned shares include 1,298 shares from the November 24, 2025 vesting installment of a February 24, 2023 RSU grant, with 2,022 remaining shares from this grant vesting on February 24, 2026.
• Also included are 18,750 shares from a January 22, 2024 RSU grant, vesting in successive equal quarterly installments through January 22, 2026.
• Additionally, 49,726 shares from a 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.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary disposition for tax withholding upon RSU vesting, which is a neutral event in terms of company performance or executive sentiment.

Positives

• The transaction represents a routine, non-discretionary event related to equity compensation, indicating the vesting of RSUs for the executive.
• The vesting of RSUs is a positive for the executive, reflecting compensation earned.

Negatives

• The disposition of 723 shares, even for tax purposes, reduces the direct beneficial ownership of the executive.

Future Outlook

The filing indicates future vesting schedules for various Restricted Stock Unit (RSU) grants held by Gregory D. Davis, with installments extending through January 22, 2026, February 24, 2026, and quarterly thereafter for the February 25, 2025 RSU grant.

Management Comments

• The transaction represents shares underlying the portion of a restricted stock unit ('RSU') grant that vested on November 24, 2025, which were surrendered by the Reporting Person solely for mandatory tax withholding purposes.
• 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.

Industry Context

This Form 4 filing details a routine insider transaction common in publicly traded companies where executives receive equity compensation. The disposition for tax withholding upon RSU vesting is a standard practice and does not typically reflect a change in the company's operational performance or strategic direction.

Comparison to Industry Standards

• The practice of executives surrendering shares for tax withholding upon RSU vesting is a standard and widely accepted mechanism for managing equity compensation in the U.S. public markets, aligning with typical corporate governance and compensation practices across various industries.
• This type of transaction is not comparable to discretionary open market sales by executives, which might signal a change in sentiment or outlook.

Corporate Governance

Related Party Transactions

• The disposition of shares for mandatory tax withholding upon RSU vesting is a transaction between the company (issuer) and an executive (reporting person), which is considered a related party transaction under the terms of the equity incentive plan.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in company fundamentals or executive confidence.
• Employees (specifically Gregory D. Davis): Represents a standard part of equity compensation realization.

Next Steps

• Continued vesting of 2,022 shares from the February 24, 2023 RSU grant on February 24, 2026.
• Continued vesting of 18,750 shares from the January 22, 2024 RSU grant in successive equal quarterly installments through January 22, 2026.
• Vesting of one-quarter (1/4) of 49,726 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 filing details a routine, non-discretionary disposition of shares by an executive for mandatory tax withholding purposes upon RSU vesting. It does not reflect a change in the executive's investment conviction or provide new material information about the company's operational or financial performance. Therefore, it does not warrant a change in investment recommendation.

Keywords

Sangamo Therapeutics, SGMO, Form 4, Insider Transaction, Stock Disposition, RSU Vesting, Tax Withholding, Equity Incentive Plan, Gregory D. Davis