Form 4: SGMO Exec Sells Shares for Tax; RSU Vesting Detailed

SANGAMO THERAPEUTICS' SVP-Chief Development Officer, Nathalie Dubois-Stringfellow, disposed of 43,741 shares of common stock for mandatory tax withholding related to RSU vesting.

Summary

• Nathalie Dubois-Stringfellow, SVP-Chief Development Officer of SANGAMO THERAPEUTICS, INC. (SGMO), reported a transaction on October 22, 2025.
• She disposed of 43,741 shares of common stock, valued at $0.66 per share, which was the closing stock price on the transaction date.
• This disposition was solely for mandatory tax withholding purposes upon the vesting of a portion of her restricted stock unit (RSU) grant.
• The transaction was not a discretionary trade by the Reporting Person but a required action under the Issuer's Amended and Restated 2018 Equity Incentive Plan.
• Following this transaction, Dubois-Stringfellow beneficially owns 722,348 shares of common stock.
• The remaining beneficial ownership includes 45,321 shares from the October 22, 2025 vesting installment of a January 22, 2024 RSU grant, with 89,063 shares remaining to vest quarterly through January 22, 2026.
• It also includes 10,020 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 the Reporting Person's Continuous Service as defined in the 2018 EIP.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary disposition of shares for tax withholding purposes upon RSU vesting, which is a neutral event in itself. The underlying RSU vesting is a positive for the executive, but the share disposition balances it out.

Positives

• Vesting of Restricted Stock Units (RSUs) indicates the executive is meeting performance or tenure requirements, reflecting continued commitment to the company.
• The executive continues to hold a significant number of shares (722,348) post-transaction, aligning her interests with shareholders.

Negatives

• The disposition of shares, even for tax purposes, reduces the executive's direct shareholding.
• The share price of $0.66 used for the transaction is relatively low, reflecting the current market valuation.

Future Outlook

The filing indicates future vesting of Restricted Stock Units for the SVP-Chief Development Officer, with installments scheduled through January 2026 and February 2026, and a new grant vesting starting February 2026 and continuing in quarterly installments thereafter, all contingent on continuous service.

Industry Context

This Form 4 filing is specific to SANGAMO THERAPEUTICS and its executive compensation practices, not directly related to broader industry trends or competitors.

Related Party Transactions

• The disposition of shares for mandatory tax withholding related to RSU vesting is a transaction between the executive and the company, governed by the company's equity incentive plan.

Stakeholder Impact

• Shareholders: Minor dilution from RSU vesting (already accounted for in compensation plans), but the executive's continued significant holding aligns her interests with company performance.
• Management: The SVP-Chief Development Officer continues to be compensated through equity, aligning her incentives with company performance and long-term value creation.

Next Steps

• Continued vesting of RSU grants for the reporting person through January 2026 and February 2026.
• Future vesting of the February 25, 2025 RSU grant, with the first quarter vesting 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. Such transactions are common and do not typically signal a change in the company's fundamentals or the executive's confidence. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

SANGAMO THERAPEUTICS, SGMO, Form 4, Insider Transaction, Restricted Stock Units, RSU, Tax Withholding, Executive Compensation, Nathalie Dubois-Stringfellow