Form 4: Sangamo Legal Officer Reports RSU Tax Withholding

Sangamo Therapeutics' SVP, Chief Legal Officer, Scott B. Willoughby, reported routine dispositions of common stock for mandatory tax withholding related to RSU vestings.

Summary

• Scott B. Willoughby, SVP, Chief Legal Officer, and Secretary of Sangamo Therapeutics, Inc. (SGMO), reported two transactions involving the disposition of common stock.
• On February 24, 2026, 1,650 shares were surrendered for mandatory tax withholding purposes at a price of $0.4725 per share, following the vesting of a restricted stock unit (RSU) grant.
• On February 25, 2026, an additional 12,354 shares were surrendered for mandatory tax withholding at a price of $0.47 per share, also due to an RSU vesting.
• These dispositions were not discretionary trades but were required to cover tax obligations associated with the vesting of RSUs under the Issuer's Amended and Restated 2018 Equity Incentive Plan.
• Following the February 24, 2026 transaction, Mr. Willoughby beneficially owned 663,760 shares of common stock.
• Following the February 25, 2026 transaction, Mr. Willoughby beneficially owned 651,406 shares of common stock.
• The beneficial ownership includes 2,358 shares from a February 24, 2023 RSU grant (vested Feb 24, 2026) and 17,646 shares from a February 25, 2025 RSU grant (vested Feb 25, 2026).
• Remaining unvested RSUs from the February 25, 2025 grant total 90,000 shares, which will vest in 8 successive equal quarterly installments.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It reports a routine, non-discretionary transaction related to executive compensation and tax obligations, which does not indicate any significant positive or negative operational or financial developments for the company.

Positives

• The underlying RSU grants and their vesting represent a form of equity compensation for the reporting person, aligning management's interests with shareholders.
• The company utilizes an equity incentive plan (2018 EIP) to attract and retain key personnel.

Negatives

• The transactions resulted in a reduction of the reporting person's direct beneficial ownership of common stock by 1,650 shares on February 24, 2026, and 12,354 shares on February 25, 2026.

Future Outlook

The remaining 90,000 shares from the February 25, 2025 RSU grant are scheduled to vest in 8 successive equal quarterly installments, subject to the reporting person's continuous service.

Industry Context

StockSavvy.ai notes that the disposition of shares for mandatory tax withholding upon the vesting of restricted stock units is a standard and routine practice in executive compensation across various industries. This type of transaction does not typically reflect a discretionary investment decision by the insider.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a common practice among publicly traded companies, including those in the biotechnology and pharmaceutical sectors like Sangamo Therapeutics.
• The mechanism of surrendering shares to cover tax liabilities upon RSU vesting is a standard, non-discretionary procedure, consistent with equity incentive plans observed at comparable companies such as CRISPR Therapeutics (CRSP) or Editas Medicine (EDIT), which also utilize equity-based compensation to align executive interests with long-term shareholder value.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine tax-related transactions, not discretionary sales indicating a change in insider sentiment.
• Employees (specifically the reporting person): The RSU vesting represents a realization of compensation, subject to standard tax obligations.

Next Steps

• Future vesting of the remaining 90,000 shares from the February 25, 2025 RSU grant in 8 successive equal quarterly installments.

Key Dates

Keywords

Sangamo Therapeutics, SGMO, Form 4, insider transaction, restricted stock units, RSU, tax withholding, equity compensation, Scott B. Willoughby