0001001233 2025-01-01 2025-12-31 0001001233 2025-06-30 0001001233 2026-04-20 iso4217:USD shares true 2025 FY 0001001233 10-K/A true 2025-12-31 --12-31 false 000-30171 SANGAMO THERAPEUTICS, INC. DE 68-0359556 501 Canal Blvd. Richmond CA 94804 510 970-6000 Common Stock, par value $0.01 per share SGMO NASDAQ No No Yes Yes Non-accelerated Filer true false false false false 152669558 414275509 Ernst & Young LLP San Mateo, California 42 Sangamo Therapeutics, Inc. (the “Company,” “Sangamo,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend our Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Original Form 10-K,” together with Amendment No. 1, our “Annual Report”), solely for the purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be incorporated in the Form 10-K by reference to our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include information required in Items 10 through 14 of Part III of Form 10-K because our definitive proxy statement containing such information will not be filed with the SEC within 120 days after the end of the fiscal year covered by the Original Form 10-K. The reference on the cover of the Original Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted.In accordance with Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from our principal executive officer and principal financial officer. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.Except as described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment No. 1 does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Form 10-K. Information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and our other filings with the SEC. true From time to time, the Company grants equity awards, including stock options, to its employees and members of the Board. Equity awards are generally granted to employees, including executives, when they are hired, and employees are eligible for additional equity awards in connection with annual performance reviews each year or as otherwise determined appropriate by our Compensation Committee or Board.<div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">We maintain written procedures for the timing of granting stock options and RSUs to our employees. Our equity grant procedures in place during 2025 provide that options and/or RSUs granted to new employees or for mid-year promotions are generally granted on the 10th day of the month (the “monthly grant date”) immediately following the month of the employee’s hire date or promotion date (or if such day was not a trading day, the immediately preceding trading day). However, if we believe we may be in possession of material, nonpublic information (“MNPI”) on a monthly grant date, we will generally delay the grant of the award to the next monthly grant date. For annual equity awards (which may consist of options and/or RSUs) granted to employees, our equity grant procedures provide that such awards are granted on the 25th day of February, or the last trading day preceding the 25th of February, unless otherwise determined by the Board or Compensation Committee.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">Our non-employee directors receive grants of initial and annual awards at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of the Company’s stockholders, which are granted automatically pursuant to the terms of our Automatic Director Grant Program under our 2018 Plan, as further described under the heading, “Director Compensation—Equity Incentives Granted under our 2018 Plan” below. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not grant equity awards in anticipation of the release of MNPI and we do not time the release of MNPI based on equity award grant dates or for the purposes of affecting the value of executive compensation.</span></div> From time to time, the Company grants equity awards, including stock options, to its employees and members of the Board. Equity awards are generally granted to employees, including executives, when they are hired, and employees are eligible for additional equity awards in connection with annual performance reviews each year or as otherwise determined appropriate by our Compensation Committee or Board.<div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">We maintain written procedures for the timing of granting stock options and RSUs to our employees. Our equity grant procedures in place during 2025 provide that options and/or RSUs granted to new employees or for mid-year promotions are generally granted on the 10th day of the month (the “monthly grant date”) immediately following the month of the employee’s hire date or promotion date (or if such day was not a trading day, the immediately preceding trading day). However, if we believe we may be in possession of material, nonpublic information (“MNPI”) on a monthly grant date, we will generally delay the grant of the award to the next monthly grant date. For annual equity awards (which may consist of options and/or RSUs) granted to employees, our equity grant procedures provide that such awards are granted on the 25th day of February, or the last trading day preceding the 25th of February, unless otherwise determined by the Board or Compensation Committee.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">Our non-employee directors receive grants of initial and annual awards at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of the Company’s stockholders, which are granted automatically pursuant to the terms of our Automatic Director Grant Program under our 2018 Plan, as further described under the heading, “Director Compensation—Equity Incentives Granted under our 2018 Plan” below. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not grant equity awards in anticipation of the release of MNPI and we do not time the release of MNPI based on equity award grant dates or for the purposes of affecting the value of executive compensation.</span></div> From time to time, the Company grants equity awards, including stock options, to its employees and members of the Board. Equity awards are generally granted to employees, including executives, when they are hired, and employees are eligible for additional equity awards in connection with annual performance reviews each year or as otherwise determined appropriate by our Compensation Committee or Board.<div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">We maintain written procedures for the timing of granting stock options and RSUs to our employees. Our equity grant procedures in place during 2025 provide that options and/or RSUs granted to new employees or for mid-year promotions are generally granted on the 10th day of the month (the “monthly grant date”) immediately following the month of the employee’s hire date or promotion date (or if such day was not a trading day, the immediately preceding trading day). However, if we believe we may be in possession of material, nonpublic information (“MNPI”) on a monthly grant date, we will generally delay the grant of the award to the next monthly grant date. For annual equity awards (which may consist of options and/or RSUs) granted to employees, our equity grant procedures provide that such awards are granted on the 25th day of February, or the last trading day preceding the 25th of February, unless otherwise determined by the Board or Compensation Committee.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">Our non-employee directors receive grants of initial and annual awards at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of the Company’s stockholders, which are granted automatically pursuant to the terms of our Automatic Director Grant Program under our 2018 Plan, as further described under the heading, “Director Compensation—Equity Incentives Granted under our 2018 Plan” below. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not grant equity awards in anticipation of the release of MNPI and we do not time the release of MNPI based on equity award grant dates or for the purposes of affecting the value of executive compensation.</span></div> true true false true