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|4Feb 4, 5:18 PM ET

Chang David D 4

4 · Allogene Therapeutics, Inc. · Filed Feb 4, 2026

Research Summary

AI-generated summary of this filing

Updated

Allogene (ALLO) CEO David Chang Receives RSUs, Sells Shares

What Happened

  • David D. Chang, President, CEO and Director of Allogene Therapeutics (ALLO), had two primary transactions reported for 2026-02-02: a mandatory sell-to-cover of 95,269 shares (open-market sale) and awards totaling 1,780,517 restricted stock units (RSUs) reported as derivative acquisitions.
  • The sale realized a weighted average price of $1.80 per share for proceeds of $171,484 (sales occurred across prices ranging $1.71–$1.87). The RSU awards are reported at $0.00 purchase price (grants), so no cash purchase was made.

Key Details

  • Transaction date: February 2, 2026; Form 4 filed February 4, 2026 (timely filing).
  • Sale: 95,269 shares disposed, weighted avg price $1.80; total reported proceeds ~$171,484. Footnote says the sale was a mandatory "sell-to-cover" to satisfy tax withholding under the company’s equity plan (not a discretionary sale).
  • Awards: 1,387,931 RSUs + 392,586 RSUs = 1,780,517 RSUs granted (reported as derivative acquisitions). Each RSU represents a contingent right to one share.
  • RSU vesting: RSUs vest in four equal annual installments beginning February 2, 2026, subject to continued service (per footnote).
  • Other filing notes: weighted-average sale price range disclosed; filing references other holdings in trusts (RTC 2019 Trust, JEC 2019 Trust, Chang 2006 Family Trust) and 4,562 ESPP shares acquired Sept 15, 2025. A vesting schedule for certain options (25% on Feb 2, 2027, then monthly over 36 months) is also noted.
  • Shares owned after the reported transactions were not specified in the provided summary.

Context

  • The sale was a tax-withholding "sell-to-cover" tied to the RSU vesting and thus is routine and not necessarily a signal of sentiment.
  • The RSU grants are non-cash awards that vest over time; they represent potential future stock delivery if vesting conditions are met.
  • For retail investors: awards (RSUs) increase possible future insider exposure; sales tied to tax withholding are common and should be interpreted differently than voluntary open-market sales.

Insider Transaction Report

Form 4
Period: 2026-02-02
Allogene Therapeutics, Inc.ALLO
Chang David D
DirectorPresident and CEO
Transactions
  • Sale

    Common Stock

    [F1][F2][F3]
    2026-02-02$1.80/sh−95,269$171,484→ 5,185,862 total
  • Award

    Stock Option (Right to buy)

    [F7]
    2026-02-02+1,387,931→ 1,387,931 total
    Exercise: $1.87Exp: 2036-02-02→ Common Stock (1,387,931 underlying)
  • Award

    Restricted Stock Unit

    [F8]
    2026-02-02+392,586→ 392,586 total
    → Common Stock (392,586 underlying)
Holdings

  • Common Stock

    [F4]
    (indirect: See footnote)
    856,044

  • Common Stock

    [F5]
    (indirect: See footnote)
    856,044

  • Common Stock

    [F6]
    (indirect: See footnote)
    1,201,108
Footnotes (8)
  • [F1]Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
  • [F2]The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions ranging from $1.71 to $1.87, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  • [F3]Includes 4,562 shares of the Issuer's common stock acquired by the reporting person on September 15, 2025 pursuant to an employee stock purchase program.
  • [F4]Securities held in the name of the RTC 2019 Trust dated October 1, 2019.
  • [F5]Securities held in the name of the JEC 2019 Trust dated October 1, 2019.
  • [F6]Securities held in the name of the Chang 2006 Family Trust
  • [F7]25% of the shares subject to the stock option shall vest on February 2, 2027, and the remaining shares shall vest in 36 equal monthly installments thereafter.
  • [F8]Represents an award of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Companys Common Stock. The RSUs will vest in 4 successive equal annual installments over the four-year period measured from February 2, 2026, subject to continued service through the vesting date.
Signature
/s/Earl Douglas, Attorney-in-Fact|2026-02-04

Documents

1 file
  • 4
    wk-form4_1770243495.xmlPrimary

    FORM 4