Form 4: Sangamo Legal Officer Sells Shares for Tax Withholding

Sangamo Therapeutics' SVP, Chief Legal Officer, Scott B. Willoughby, disposed of 36,676 common shares for mandatory tax withholding related to vested restricted stock units.

Summary

• Scott B. Willoughby, SVP, Chief Legal Officer, and Secretary of Sangamo Therapeutics, Inc. (SGMO), reported a transaction on January 22, 2026.
• A total of 36,676 shares of common stock were disposed of for mandatory tax withholding purposes.
• The disposition was related to the vesting of restricted stock units (RSUs) and occurred at a price of $0.3985 per share, based on the closing stock price on January 22, 2026.
• This transaction was not a discretionary trade but a required surrender of shares under the Issuer's Amended and Restated 2018 Equity Incentive Plan.
• Following this transaction, Scott B. Willoughby beneficially owns 665,410 shares.
• The beneficially owned shares include 52,387 shares from the January 22, 2026 vesting installment of a January 22, 2024 RSU grant.
• Also included are 4,008 shares subject to a February 24, 2023 RSU grant, vesting in successive equal quarterly installments through February 24, 2026.
• Additionally, 120,000 shares are subject to a February 25, 2025 RSU grant, with one-fourth vesting on February 25, 2026, and the remainder vesting in 8 successive equal quarterly installments thereafter.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary disposition of shares for tax withholding purposes related to vested restricted stock units, which is a neutral event for the company's operational or financial performance.

Future Outlook

The filing details future vesting schedules for restricted stock units, with installments through February 24, 2026, and subsequent quarterly installments for another grant.

Management Comments

• The transaction represents shares surrendered solely for mandatory tax withholding purposes and does not constitute a discretionary trade by the Reporting Person in the open market or otherwise.

Industry Context

This Form 4 filing is a standard regulatory disclosure for insider transactions, common across all publicly traded industries, and does not provide specific insights into broader industry trends for Sangamo Therapeutics.

Stakeholder Impact

• Minimal impact on shareholders as it's a routine tax-related transaction by an executive, not a discretionary sale.

Next Steps

• Continued vesting of RSU grants through February 24, 2026, and subsequent quarterly installments for other grants as per the 2018 Equity Incentive Plan.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary disposition of shares by an executive for mandatory tax withholding upon RSU vesting. Such transactions are common and do not reflect a change in the executive's confidence in the company or its future prospects. Therefore, it provides no new information to warrant a change in investment recommendation, maintaining a 'hold' position based solely on this filing.

Keywords

Sangamo Therapeutics, SGMO, Form 4, insider transaction, restricted stock unit, RSU, tax withholding, executive compensation