Allogene (NASDAQ: ALLO) SVP granted options, RSUs and sells shares for tax

Rhea-AI Filing Summary

Allogene Therapeutics SVP and General Counsel Douglas Earl Martin reported new equity awards and a related share sale. On February 2, 2026, he was granted a stock option covering 539,072 shares of common stock at an exercise price of $1.87 per share. Twenty‑five percent of this option will vest on February 2, 2027, with the remaining shares vesting in 36 equal monthly installments.

He also received 152,480 restricted stock units, each representing one share of common stock, which will vest in four equal annual installments starting February 2, 2026, subject to continued service. On the same date, he sold 22,900 shares of common stock at a weighted average price of $1.76 to cover tax withholding obligations from RSU vesting, and this was not a discretionary trade. After the sale, he directly beneficially owned 564,948 shares of common stock.

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

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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^*

Douglas Earl Martin

(Last) (First) (Middle)

210 EAST GRAND AVE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, General Counsel

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		22,900(1)	D	$1.76(2)	564,948	D

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		539,072		(3)	02/02/2036	Common Stock	539,072	$0	539,072	D
Restricted Stock Unit	(4)	02/02/2026		A		152,480		(4)	(4)	Common Stock	152,480	$0	152,480	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 $1.82, 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. 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.

4. 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:

	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).
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FAQ

What insider transactions did Allogene (ALLO) SVP Douglas Earl Martin report?

Douglas Earl Martin reported three transactions on February 2, 2026: a grant of 539,072 stock options, a grant of 152,480 restricted stock units, and the sale of 22,900 common shares. The sale was solely to cover tax withholding obligations from RSU vesting.

How many stock options did the Allogene (ALLO) SVP receive and at what price?

He received a stock option for 539,072 shares of Allogene common stock with an exercise price of $1.87 per share. Twenty‑five percent of the option vests on February 2, 2027, and the remaining 75% vests in 36 equal monthly installments thereafter.

What are the terms of the restricted stock units granted to the Allogene (ALLO) SVP?

He was granted 152,480 restricted stock units, each representing one share of common stock. The RSUs vest in four equal annual installments over four years starting February 2, 2026, and require continued service through each vesting date to receive the underlying shares.

Why did the Allogene (ALLO) SVP sell 22,900 shares of common stock?

The 22,900 shares were sold solely to cover tax withholding obligations from the vesting of restricted stock units. The company’s equity plan mandates a “sell to cover” transaction for this purpose, so the sale did not represent a discretionary trade by the executive.

At what price were the Allogene (ALLO) shares sold to cover taxes, and how is it calculated?

The reported price of $1.76 per share is a weighted average price. The 22,900 shares were sold in multiple transactions with prices ranging from $1.71 to $1.82, inclusive, aggregated into the disclosed weighted average figure in the filing.

How many Allogene (ALLO) shares does the SVP beneficially own after these transactions?

Following the February 2, 2026 sale, Douglas Earl Martin directly beneficially owned 564,948 shares of Allogene common stock. This figure reflects his holdings after selling 22,900 shares to satisfy tax withholding obligations related to restricted stock unit vesting.