Allogene (ALLO) CEO executes 47,763-share tax sell-to-cover transaction

Rhea-AI Filing Summary

Allogene Therapeutics President and CEO David D. Chang reported an open‑market sale of 47,763 shares of common stock at $2.47 per share. According to the disclosure, the shares were sold solely to cover tax withholding obligations triggered by the vesting of restricted stock units, under a mandatory “sell to cover” feature of the company’s equity incentive plan, so this was not a discretionary trade. After the transaction, Chang directly holds 5,150,599 common shares, and additional shares are held indirectly through the RTC 2019 Trust, JEC 2019 Trust, and the Chang 2006 Family Trust.

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 CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/16/2026		S		47,763(1)	D	$2.47	5,150,599(2)	D
Common Stock								856,044	I	See footnote(3)
Common Stock								856,044	I	See footnote(4)
Common Stock								1,201,108	I	See footnote(5)

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

Explanation of Responses:

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.

2. 3. Includes 12,500 shares of the Issuer's common stock acquired by the reporting person on March 15, 2026 pursuant to an employee stock purchase program.

3. Securities held in the name of the RTC 2019 Trust dated October 1, 2019.

4. Securities held in the name of the JEC 2019 Trust dated October 1, 2019.

5. Securities held in the name of the Chang 2006 Family Trust

Remarks:

	/s/Earl Douglas, Attorney-in-Fact	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

David Chang reported selling 47,763 Allogene shares at $2.47 each. The filing states this transaction was executed to satisfy tax withholding obligations from restricted stock unit vesting, under a required “sell to cover” arrangement, and was not a discretionary trade by the CEO.

Why did the Allogene (ALLO) CEO sell 47,763 shares on March 16, 2026?

The sale was to cover tax withholding on vested restricted stock units. The company’s equity incentive plan mandates using a “sell to cover” transaction for these taxes, meaning the disposition occurred for tax funding rather than as a voluntary decision to reduce stock exposure.

How many Allogene Therapeutics (ALLO) shares does the CEO hold after this sale?

After the transaction, David Chang directly holds 5,150,599 Allogene shares. The filing also notes additional common shares are held indirectly through several family trusts, including the RTC 2019 Trust, JEC 2019 Trust, and the Chang 2006 Family Trust.

Was the Allogene (ALLO) CEO’s March 2026 stock sale a discretionary trade?

No. The filing describes the sale as mandated under Allogene’s equity plan. It explains the shares were sold to fund tax withholding obligations from restricted stock unit vesting, under a required “sell to cover” mechanism, not at the CEO’s discretionary timing.

Did the Allogene (ALLO) CEO recently acquire additional shares before this tax sale?

Yes. The filing notes 12,500 shares were acquired on March 15, 2026. These shares of Allogene common stock were obtained through an employee stock purchase program, increasing holdings prior to the subsequent tax‑related sale on March 16, 2026.

How are indirect Allogene (ALLO) shareholdings of the CEO structured?

Some Allogene shares are held indirectly through family trusts. The disclosure identifies the RTC 2019 Trust, the JEC 2019 Trust, and the Chang 2006 Family Trust as holding securities, indicating part of David Chang’s beneficial interest is structured via these trust entities.