SANGAMO THERAPEUTICS, INCSGMO
SANGAMO THERAPEUTICS, INC Commitments Disclosure
COMMITMENTS AND CONTINGENCIES
Leases
Sangamo’s corporate headquarters occupies approximately 59,485 square feet of research and office space, pursuant to a lease that expires in August 2031, and approximately 7,700 of office space, pursuant to a lease that expires in August 2026, in Richmond, California. Sangamo also occupies approximately 103,089 square feet of office and research and development laboratory facility in Brisbane, California pursuant to a lease that expires in May 2029. During the years ended December 31, 2025 and 2024, the Company recorded impairment losses of $10.4 million and $2.9 million, respectively, related to its right-of-use asset for its facility in Brisbane, California. In December 2024, in connection with the France Restructuring, the Company terminated its leases for office and research and development space in Valbonne, France. See Note 5 – Impairment of Long-lived Assets and Write-Down of Assets Held For Sale for more information on impairment charges related to the associated right-of-use and leasehold improvement assets.
On February 5, 2024, the Company entered into an amendment to the operating lease of office and research and development laboratory facility in Brisbane, California. The amendment established early termination rights for the landlord upon thirty days’ notice to the Company. Additionally, the amendment authorized the landlord to draw on the existing letter of credit to satisfy the majority of the Company’s February 2024 through April 2024 rent payments and obligated the Company to provide a cash security deposit or replenish the letter of credit back to $1.5 million by June 1, 2024. On July 3, 2024, the Company entered into another amendment to extend the deadline for replenishing the letter of credit, which was replenished as of September 30, 2024.
The Company concluded that the amendment represented a lease modification to be accounted for as a single contract with the existing lease under ASC Topic 842, Leases, and remeasured its lease liability using the current incremental borrowing rate of 9.6%, and recorded an adjustment to reduce both the lease liability and the corresponding right-of-use asset by $1.9 million as of the lease modification date.
On August 25, 2025, the Company entered into an amendment for the operating lease of its office and research and development laboratory facilities in Brisbane, California. The amendment authorizes the landlord to draw on the existing $1.5 million letter of credit to offset rent payments between September 2025 through November 2025 and obligated the Company to replace or replenish the letter of credit back to $1.5 million by December 31, 2026. The amendment also allows for the interest-free deferral of 90% of the monthly base rent, due during the period from December 1, 2025 through December 31, 2026, with the deferred amount to be paid in full by January 5, 2027. During the deferral period, the Company remains obligated to pay 10% of the monthly base rent, together with other variable costs such as common area maintenance, taxes, and insurance.
The Company concluded that the amendment represented a lease modification to be accounted for as a single contract with the existing lease under ASC Topic 842, Leases, and remeasured its lease liability using the current incremental borrowing rate of 7.94%, and recorded an adjustment to increase both the lease liability and the corresponding right-of-use asset by $0.3 million as of the lease modification date.
Certain of these leases include renewal options at the election of the Company to renew or extend the lease for an additional to ten years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options.
The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. Components of operating leases were as follows (in thousands):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating lease cost | $ | 5,718 | $ | 6,375 | |||||||
| Variable lease cost | 3,170 | 3,544 | |||||||||
| Total | $ | 8,888 | $ | 9,919 | |||||||
Variable lease expenses were not included in the measurement of the Company’s operating right-of-use assets and lease liabilities. This variable expense consists primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease expense, due to the Company’s election to not separate lease and non-lease components.
Cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2025 and 2024 was $6.4 million and $7.5 million, respectively, and was included in net cash used in operating activities in the Company’s Consolidated Statements of Cash Flows.
Future minimum payments under lease obligations at December 31, 2025 consist of the following (in thousands):
| Total | |||||
| 2026 | $ | 2,658 | |||
| 2027 | 12,375 | ||||
| 2028 | 7,496 | ||||
| 2029 | 4,418 | ||||
| 2030 | 2,203 | ||||
| Thereafter | 1,497 | ||||
| Total lease payments | 30,647 | ||||
| Less: | |||||
| Imputed interest | (3,852) | ||||
| Total | $ | 26,795 | |||
Reported as of December 31, 2025: | |||||
| $ | 1,702 | ||||
| Long-term portion of lease liabilities | 25,093 | ||||
| Total | $ | 26,795 | |||
As of December 31, 2025, the weighted-average remaining lease term is 4.3 years and the weighted-average incremental borrowing rate used to determine the operating lease liability was 6.6% for the Company’s operating leases.
Contractual Commitments
The Company’s material non-cancelable contractual commitments as of December 31, 2025 related to manufacturing-related supplier arrangements, the majority of which are due in the next 12 months. The Company also had $0.7 million of license obligations related to its intellectual property as of December 31, 2025.
Contingencies
The Company is not party to any material pending legal proceeding. From time to time, the Company is, and may become, involved in litigation and regulatory compliance matters incidental to the Company’s business, including employment and wage and hour claims, antitrust, tax, product liability, environmental, health and safety, commercial disputes, intellectual property, contracts and other matters arising out of the normal conduct of the Company’s business. Since litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. Sangamo regularly reviews and accrues for contingencies related to litigation and regulatory compliance matters, if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on current information, in the opinion of the Company, the ultimate resolution of these matters, individually or in aggregate, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 30, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Mar 13, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 18, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.