Form 4: Sangamo Legal Officer Sells Shares for Tax Withholding

Scott B. Willoughby, SVP, Chief Legal Officer, and Secretary of Sangamo Therapeutics, Inc., disposed of 2,035 shares of common stock for mandatory tax withholding purposes following an RSU vesting.

Summary

• Scott B. Willoughby, SVP, Chief Legal Officer, and Secretary of Sangamo Therapeutics, Inc. (SGMO), reported a disposition of common stock.
• On November 24, 2025, 2,035 shares of common stock were surrendered for mandatory tax withholding purposes.
• The shares were surrendered at a price of $0.4166 per share, which was the Issuer's closing stock price on November 24, 2025.
• This transaction was not a discretionary trade but a required action related to the vesting of a restricted stock unit (RSU) grant, pursuant to the company's 2018 Equity Incentive Plan.
• Following this transaction, Mr. Willoughby beneficially owns 702,086 shares of common stock.
• The filing details future vesting schedules for various RSU grants held by Mr. Willoughby, including 4,008 shares vesting on February 24, 2026, 89,063 shares vesting quarterly through January 22, 2026, and 120,000 shares with one-fourth vesting on February 25, 2026, followed by 8 successive equal quarterly installments.

Sentiment

Score: 5

Explanation: Neutral. This is a routine, non-discretionary transaction for tax withholding upon RSU vesting and does not reflect a change in management's view of the company or a strategic move.

Positives

• The transaction is a non-discretionary disposition for mandatory tax withholding, not a voluntary sale by the executive.
• Scott B. Willoughby retains significant beneficial ownership of 702,086 shares of common stock after the transaction.
• Future RSU grants continue to vest, aligning the executive's interests with long-term company performance.

Negatives

• The disposition of 2,035 shares, even for tax purposes, reduces the executive's direct holdings in the company.

Risks

• Future vesting of restricted stock units is subject to the Reporting Person's Continuous Service, as defined in the 2018 Equity Incentive Plan, meaning forfeiture could occur if service is terminated.

Future Outlook

The filing details future RSU vesting schedules for Scott B. Willoughby, indicating continued equity incentives tied to his 'Continuous Service' through various dates in 2026 and beyond.

Industry Context

This is a routine insider transaction for tax purposes related to RSU vesting, common across all industries for executives receiving equity compensation. It does not provide specific industry context beyond the fact that Sangamo Therapeutics utilizes equity incentive plans.

Comparison to Industry Standards

• The practice of surrendering shares for mandatory tax withholding upon RSU vesting is a standard procedure for executives with equity compensation across various industries, including the biotech/pharma sector where Sangamo Therapeutics operates.
• Many publicly traded companies use equity incentive plans, such as Sangamo's Amended and Restated 2018 Equity Incentive Plan, to align executive interests with shareholder value, a common global benchmark for corporate governance.

Corporate Governance

Related Party Transactions

• The disposition of shares for tax withholding is a transaction between an officer (Scott B. Willoughby) and the issuer (Sangamo Therapeutics, Inc.), which is a standard related-party transaction within the context of executive equity compensation and tax compliance.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a non-discretionary, tax-related sale. The executive retains significant beneficial ownership and future equity incentives, maintaining alignment of interests.
• Employees: No direct impact on the broader employee base is mentioned in this filing.

Next Steps

• Vesting of 4,008 shares from the February 24, 2023 RSU grant on February 24, 2026.
• Continued quarterly vesting of 89,063 shares from the January 22, 2024 RSU grant through January 22, 2026.
• Vesting of one-fourth of 120,000 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 reports a routine, non-discretionary disposition of shares by an executive for mandatory tax withholding upon RSU vesting. It does not signal a change in the executive's confidence in the company or a strategic shift. The executive retains substantial beneficial ownership and future equity incentives. Therefore, the filing itself provides no new information to warrant a change in investment recommendation, suggesting a 'hold' position based solely on this specific report.

Keywords

Sangamo Therapeutics, SGMO, Form 4, Insider Transaction, Restricted Stock Units, RSU, Tax Withholding, Beneficial Ownership, Executive Compensation, Scott Willoughby