Form 4: Sangamo Therapeutics Officer's RSU Tax Withholding

A Sangamo Therapeutics officer disposed of shares for mandatory tax withholding related to vested restricted stock units.

Summary

• Prathyusha Duraibabu, Principal Financial Officer of Sangamo Therapeutics, Inc. (SGMO), reported a transaction on October 22, 2025.
• The transaction involved the disposition of 45,225 shares of common stock at a price of $0.66 per share.
• This disposition was solely for mandatory tax withholding purposes upon the vesting of restricted stock units (RSUs) and was not a discretionary trade.
• Following this transaction, Prathyusha Duraibabu beneficially owns 699,262 shares of common stock.
• The beneficially owned shares include 43,837 shares from the October 22, 2025 vesting of a January 22, 2024 RSU grant.
• Remaining shares from the January 22, 2024 RSU grant (89,063 shares) will vest in equal quarterly installments through January 22, 2026.
• 10,020 shares from a February 24, 2023 RSU grant will vest in equal quarterly installments through February 24, 2026.
• 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 upon the Reporting Person's Continuous Service as defined in the 2018 Equity Incentive Plan.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction related to executive compensation (tax withholding on RSU vesting). It is neutral in sentiment as it reflects standard corporate governance and compensation practices rather than a positive or negative operational or financial event.

Positives

• The vesting of restricted stock units indicates continued long-term incentive alignment between the officer and the company's performance.
• The officer continues to hold a significant number of shares (699,262), demonstrating ongoing vested interest in the company's success.

Negatives

• A portion of shares (45,225) was disposed of, reducing direct ownership, although this was for mandatory tax withholding and not a discretionary sale.

Risks

• Vesting of future RSU grants is subject to the Reporting Person's 'Continuous Service,' meaning forfeiture could occur if employment ceases.

Future Outlook

Future vesting schedules for various RSU grants extend through January 2026 and beyond, contingent on the officer's continuous service.

Industry Context

This is a routine insider transaction disclosure common across all publicly traded companies, reflecting compensation practices involving equity awards in the biotechnology or pharmaceutical industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a standard practice across many industries, including biotechnology, aligning executive incentives with shareholder value over time.
• The disposition of shares for mandatory tax withholding upon RSU vesting is a common and expected event for equity compensation, consistent with practices at comparable companies in the biotech sector.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency regarding executive equity ownership and compensation, confirming adherence to established equity plans.
• Employees (specifically the Reporting Person): Reflects the vesting of long-term incentive awards, aligning their interests with company performance.

Next Steps

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

Key Dates

Keywords

Sangamo Therapeutics, SGMO, Form 4, Insider Transaction, Restricted Stock Units, RSU, Tax Withholding, Beneficial Ownership, Equity Incentive Plan