Form 4: Sangamo Legal Officer Sells Shares for Tax

Sangamo Therapeutics' SVP and Chief Legal Officer, Scott B. Willoughby, disposed of 44,122 shares of common stock for mandatory tax withholding related to RSU vesting.

Summary

• Scott B. Willoughby, SVP, Chief Legal Officer, and Secretary of Sangamo Therapeutics, Inc. (SGMO), reported a transaction on October 22, 2025.
• He disposed of 44,122 shares of common stock at a price of $0.66 per share.
• This disposition was solely for mandatory tax withholding purposes related to the vesting of restricted stock units (RSUs).
• The transaction was not a discretionary trade but a required surrender of shares under the company's Amended and Restated 2018 Equity Incentive Plan.
• Following this transaction, Mr. Willoughby beneficially owns 704,121 shares of Sangamo Therapeutics common stock.

Sentiment

Score: 5

Explanation: The filing reports a routine disposition of shares for mandatory tax withholding upon RSU vesting, which is a neutral event and does not indicate a discretionary sale or purchase by the insider.

Positives

• Vesting of restricted stock units indicates continued employment and performance-based compensation for the SVP, Chief Legal Officer.

Future Outlook

Remaining 89,063 shares from the January 22, 2024 RSU grant will vest in successive equal quarterly installments through January 22, 2026. 8,016 shares from the February 24, 2023 RSU grant will vest in successive equal quarterly installments through February 24, 2026. 120,000 shares from the February 25, 2025 RSU grant will vest as to one-fourth (1/4) on February 25, 2026, with the remainder vesting in 8 successive equal quarterly installments thereafter. All RSU vesting is contingent on the reporting person's continuous service.

Industry Context

This routine insider transaction, a disposition of shares for tax withholding purposes, is common across all industries, particularly for executives receiving equity compensation. It does not inherently reflect specific trends within the biotechnology sector, though the underlying RSU grants are a standard form of executive compensation in growth-oriented industries like biotech.

Stakeholder Impact

• Shareholders: The transaction represents a minor, non-discretionary disposition of shares, which is a routine part of equity compensation plans and has no significant impact on shareholder value.
• Employees: The vesting and tax withholding process reinforces the company's established equity compensation framework for executives.

Next Steps

• Remaining portions of the January 22, 2024 RSU grant will vest in equal quarterly installments through January 22, 2026.
• Remaining portions of the February 24, 2023 RSU grant will vest in equal quarterly installments through February 24, 2026.
• The February 25, 2025 RSU grant will begin vesting on February 25, 2026, with subsequent quarterly installments.

Key Dates

Recommendation

This Form 4 reports a non-discretionary disposition of shares for mandatory tax withholding related to RSU vesting. Such routine transactions do not typically signal a change in the company's fundamentals or management's outlook, thus a 'hold' recommendation is appropriate as this filing alone does not warrant a change in investment thesis.

Keywords

SGMO, Sangamo Therapeutics, Form 4, insider transaction, RSU, stock sale, tax withholding, Scott Willoughby