Willoughby Scott B. 4

What Happened
Scott B. Willoughby, SVP, Chief Legal Officer and Secretary of Sangamo Therapeutics (SGMO), surrendered 36,676 shares on January 22, 2026 to satisfy mandatory tax withholding related to RSUs that vested that day. The withholding was reported as a disposition (code F) at $0.3985/share (company closing price), totaling approximately $14,615. This was a tax-withholding transaction — not an open-market sale or discretionary trade.

Key Details

• Transaction date and price: January 22, 2026; shares withheld at $0.3985 per share (reported as $0.40 rounding), total ≈ $14,615.
• Transaction type: Code F — mandatory tax withholding (surrender of vested RSU shares to the issuer).
• Footnote: The shares surrendered represented part of the RSU vesting on Jan 22, 2026; the surrender was automatic for tax purposes and not a market sale.
• Vesting context: Footnote notes the reporting person’s RSU schedule includes 52,387 shares from the Jan 22, 2024 RSU vesting installment, plus additional unvested RSUs from 2023 and 2025 grants (see filing).
• Filing timeliness: Form 4 filed Jan 26, 2026 (timely within required reporting window).

Context: This was a routine tax-withholding disposition tied to RSU vesting. Such transactions are common when companies allow employees to surrender vested shares to cover taxes; they do not necessarily indicate a change in insider sentiment about the company.