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Allogene (ALLO) CEO David Chang gets 1.39M options, 392K RSUs and sells shares for taxes

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Allogene Therapeutics President and CEO David D. Chang reported new equity awards and a tax-related share sale. On February 2, 2026, he received a stock option for 1,387,931 shares of common stock at an exercise price of $1.87 per share, vesting 25% on February 2, 2027, with the rest vesting in 36 equal monthly installments. He also received 392,586 restricted stock units, each representing one share of common stock, vesting in four equal annual installments from February 2, 2026, subject to continued service. To cover tax withholding on RSU vesting, 95,269 shares of common stock were sold at a weighted average price of $1.80 in a mandated "sell to cover" transaction, which the filing states was not a discretionary trade. After these transactions, he directly beneficially owned 5,185,862 shares of common stock and additional indirect holdings through several family trusts.

Positive

  • None.

Negative

  • None.

Insights

Large, structured equity grants to the CEO with a non-discretionary tax sale.

The filing shows David D. Chang receiving substantial long-term incentives: a stock option over 1,387,931 shares at $1.87, plus 392,586 RSUs on February 2, 2026. These awards tie potential value to future share performance and continued service through multi‑year vesting schedules.

The stock option vests 25% on February 2, 2027, then monthly over three additional years, while RSUs vest in four equal annual installments from February 2, 2026. This design emphasizes retention over several years. The filing also notes a sale of 95,269 shares at a weighted average price of $1.80 solely to satisfy tax withholding via a mandated "sell to cover" mechanism, characterized as non‑discretionary by the issuer.

Following these transactions, the CEO directly held 5,185,862 common shares, with additional indirect positions held through the RTC 2019 Trust, JEC 2019 Trust, and Chang 2006 Family Trust. Subsequent disclosures may show how future vesting and any exercises affect his overall equity exposure over time.

Insider Chang David D
Role President and CEO
Sold 95,269 shs ($171K)
Type Security Shares Price Value
Grant/Award Stock Option (Right to buy) 1,387,931 $0.00 --
Grant/Award Restricted Stock Unit 392,586 $0.00 --
Sale Common Stock 95,269 $1.80 $171K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to buy) — 1,387,931 shares (Direct); Restricted Stock Unit — 392,586 shares (Direct); Common Stock — 5,185,862 shares (Direct); Common Stock — 856,044 shares (Indirect, See footnote)
Footnotes (1)
  1. 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. 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. 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. Securities held in the name of the RTC 2019 Trust dated October 1, 2019. Securities held in the name of the JEC 2019 Trust dated October 1, 2019. Securities held in the name of the Chang 2006 Family Trust 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. 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.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chang David D

(Last) (First) (Middle)
210 EAST GRAND AVENUE

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Allogene Therapeutics, Inc. [ ALLO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/02/2026 S 95,269(1) D $1.8(2) 5,185,862(3) D
Common Stock 856,044 I See footnote(4)
Common Stock 856,044 I See footnote(5)
Common Stock 1,201,108 I See footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy) $1.87 02/02/2026 A 1,387,931 (7) 02/02/2036 Common Stock 1,387,931 $0 1,387,931 D
Restricted Stock Unit (8) 02/02/2026 A 392,586 (8) (8) Common Stock 392,586 $0 392,586 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. Securities held in the name of the RTC 2019 Trust dated October 1, 2019.
5. Securities held in the name of the JEC 2019 Trust dated October 1, 2019.
6. Securities held in the name of the Chang 2006 Family Trust
7. 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.
8. 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.
Remarks:
/s/Earl Douglas, Attorney-in-Fact 02/04/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Allogene Therapeutics (ALLO) CEO David Chang receive in this Form 4 filing?

David Chang received a stock option over 1,387,931 Allogene common shares at $1.87 and 392,586 restricted stock units. Both awards were granted on February 2, 2026, and are subject to multi‑year vesting tied to his continued service with the company.

How do David Chang’s new stock options from Allogene (ALLO) vest over time?

The option on 1,387,931 Allogene shares vests 25% on February 2, 2027, with the remaining 75% vesting in 36 equal monthly installments thereafter. This structure gradually delivers exercisable shares over several years, encouraging retention and longer‑term alignment with shareholders.

What are the vesting terms of David Chang’s new RSUs at Allogene (ALLO)?

The 392,586 restricted stock units each represent one Allogene common share. They vest in four equal annual installments over a four‑year period starting February 2, 2026, and require Dr. Chang’s continued service through each vesting date to be earned.

Why did David Chang sell 95,269 Allogene (ALLO) shares in this Form 4?

The 95,269 Allogene shares were sold solely to cover tax withholding arising from RSU vesting. The filing explains this was a mandated “sell to cover” under the company’s equity plan, meaning it was not a discretionary open‑market sale by Dr. Chang.

What price did David Chang receive for the Allogene (ALLO) shares sold to cover taxes?

The Form 4 reports a weighted average sale price of $1.80 per share for the 95,269 Allogene shares. Trades occurred in multiple transactions within a range from $1.71 to $1.87, and detailed breakdowns are available on request from the company or regulators.

How many Allogene (ALLO) shares does David Chang hold after these transactions?

After the reported transactions, David Chang directly beneficially owned 5,185,862 Allogene common shares. He also had additional indirect holdings through the RTC 2019 Trust, JEC 2019 Trust, and Chang 2006 Family Trust, each holding separate blocks of Allogene shares.