Form 4: SANGAMO Executive Sells Shares for Tax Obligations

Nathalie Dubois-Stringfellow, SVP-Chief Development Officer of SANGAMO THERAPEUTICS, INC., disposed of 1,792 common shares for mandatory tax withholding following an RSU vesting.

Summary

• Nathalie Dubois-Stringfellow, SVP-Chief Development Officer of SANGAMO THERAPEUTICS, INC. (SGMO), reported a disposition of common stock.
• On August 24, 2025, 1,792 shares were surrendered for mandatory tax withholding purposes.
• The shares were valued at $0.5863 per share, based on the closing stock price on August 22, 2025.
• This transaction was related to the vesting of a restricted stock unit (RSU) grant and was not a discretionary trade.
• Following this transaction, Ms. Dubois-Stringfellow beneficially owns 766,089 shares of common stock.
• The beneficial ownership includes various RSU grants with future vesting schedules through February 2026.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction related to executive compensation and tax withholding, which has a neutral impact on the company's overall sentiment.

Positives

• The RSU vesting indicates continued equity incentives for a key executive, aligning management interests with shareholder value.
• The transaction is a non-discretionary event, specifically for mandatory tax withholding, which is a routine part of RSU compensation.

Negatives

• A reduction in direct share ownership by an executive, even for tax purposes, slightly decreases their direct stake in the company.

Risks

• Future RSU vesting is contingent upon the Reporting Person's 'Continuous Service' as defined in the 2018 Equity Incentive Plan, meaning a departure from the company could impact future equity awards.

Future Outlook

Future equity compensation for the SVP-Chief Development Officer includes 10,020 shares from a February 2023 RSU grant vesting in successive equal quarterly installments through February 24, 2026, 178,125 shares from a January 2024 RSU grant vesting in successive equal quarterly installments through January 22, 2026, and 120,000 shares from a February 2025 RSU grant with one-quarter vesting on February 25, 2026, and the remainder in 8 successive equal quarterly installments thereafter. All vesting is subject to continuous service.

Industry Context

This transaction represents a standard practice in executive compensation within the biotechnology and pharmaceutical industries, where restricted stock units (RSUs) are a common form of long-term incentive. The disposition of shares for tax withholding upon vesting is a routine, non-discretionary event for executives receiving such equity awards.

Comparison to Industry Standards

• The use of RSUs as a component of executive compensation and the subsequent disposition of shares for mandatory tax withholding upon vesting are standard practices across publicly traded companies, particularly in the biotech sector.
• This aligns with common compensation structures seen at comparable companies like Biogen Inc. or Gilead Sciences, Inc., where executives often receive equity awards that vest over time, leading to similar tax-related share dispositions.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor, routine impact. The transaction is a standard part of executive compensation and does not reflect a discretionary sale based on company performance.
• Employees: Reinforces the company's commitment to equity-based compensation for key personnel.

Next Steps

• Continued vesting of 10,020 shares from the February 24, 2023 RSU grant in successive equal quarterly installments through February 24, 2026.
• Continued vesting of 178,125 shares from the January 22, 2024 RSU grant in successive equal quarterly installments through January 22, 2026.
• Vesting of one-quarter (1/4) of 120,000 shares from the February 25, 2025 RSU grant 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, Executive Compensation, Nathalie Dubois-Stringfellow, Equity Incentive Plan