Form 4: Sangamo Therapeutics Officer Disposes Shares for Tax Withholding on RSU Vesting

Scott B. Willoughby, SVP, Chief Legal Officer, and Secretary of Sangamo Therapeutics, Inc. (SGMO), reported the disposition of shares for mandatory tax withholding related to vested restricted stock units.

Summary

• Scott B. Willoughby, Senior Vice President, Chief Legal Officer, and Secretary of Sangamo Therapeutics, Inc. (SGMO), reported a transaction on July 22, 2025.
• The transaction involved the disposition of 31,866 shares of Common Stock at a price of $0.4798 per share.
• This disposition was solely for mandatory tax withholding purposes upon the vesting of a portion of a restricted stock unit (RSU) grant.
• The transaction is not a discretionary trade by the Reporting Person but a required surrender of shares to the Issuer under the terms of the Amended and Restated 2018 Equity Incentive Plan.
• Following this transaction, Mr. Willoughby beneficially owns 749,677 shares of Common Stock.
• The remaining beneficial ownership includes 57,197 shares from a January 22, 2024 RSU grant (with 178,125 shares vesting quarterly through January 22, 2026).
• It also includes 12,024 shares from a February 24, 2023 RSU grant vesting quarterly through February 24, 2026.
• Additionally, 120,000 shares from a February 25, 2025 RSU grant will vest as to one-fourth on February 25, 2026, with the remainder vesting in 8 successive equal quarterly installments thereafter.
• All RSU vesting is contingent on Mr. Willoughby's continuous service with the company.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While shares were 'disposed of,' it was for mandatory tax withholding on vested RSUs, indicating the executive earned equity compensation rather than making a discretionary sale. This is a routine event and not indicative of negative sentiment.

Positives

• The reported transaction indicates the vesting of restricted stock units, which is a positive event for the executive as it represents earned equity compensation.
• The disposition of shares was for mandatory tax withholding, not a discretionary sale, suggesting continued confidence in the company by the executive.

Future Outlook

The filing indicates future vesting schedules for a significant portion of the Reporting Person's equity holdings, with shares from various RSU grants set to vest in quarterly installments through January 2026, February 2026, and extending beyond February 2026 for the most recent grant. All future vesting is subject to continuous service.

Management Comments

• The transaction 'does not represent a discretionary trade by the Reporting Person in the open market or otherwise,' but rather shares 'surrendered by the Reporting Person solely for mandatory tax withholding purposes' pursuant to the company's equity incentive plan.

Industry Context

This Form 4 filing details a routine executive compensation event common across publicly traded companies. The disposition of shares for tax withholding upon RSU vesting is a standard practice for equity compensation and does not typically reflect a change in the executive's investment sentiment or the company's operational performance.

Comparison to Industry Standards

• The mechanism of surrendering shares for tax withholding upon RSU vesting is a standard and widely adopted practice in executive compensation plans across various industries, including biotechnology and pharmaceuticals, where equity incentives are a significant component of remuneration.
• This type of transaction is comparable to similar tax-related dispositions reported by executives at peer companies like CRISPR Therapeutics (CRSP), Editas Medicine (EDIT), or Intellia Therapeutics (NTLA), which also utilize RSU grants as part of their compensation structures.
• The reported share price of $0.4798 is specific to Sangamo Therapeutics and its market valuation at the time of the transaction, and while the mechanism is standard, the specific value reflects the company's current stock performance relative to its peers.

Stakeholder Impact

• Shareholders: Provides transparency into executive equity compensation and holdings, confirming that a portion of the executive's compensation is tied to company performance through RSUs.
• Employees: Reinforces the company's use of equity incentive plans as a form of compensation, which can be a positive for employee retention and motivation.

Next Steps

• Remaining shares from the January 22, 2024 RSU grant will continue to vest in successive equal quarterly installments through January 22, 2026.
• Remaining shares from the February 24, 2023 RSU grant will continue to vest in successive equal quarterly installments through February 24, 2026.
• One-fourth of the shares from the February 25, 2025 RSU grant will vest on February 25, 2026, with the remainder vesting in 8 successive equal quarterly installments thereafter.

Key Dates

Recommendation

This filing reports a routine, non-discretionary transaction related to executive equity compensation (tax withholding on RSU vesting). It does not provide new information about the company's financial performance, strategic direction, or operational outlook that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this event is neutral to the company's investment thesis.

Keywords

Sangamo Therapeutics, SGMO, Scott B. Willoughby, Restricted Stock Units, RSU, Tax Withholding, Insider Transaction, SEC Form 4, Equity Compensation, Corporate Officer