Allogene (NASDAQ: ALLO) exec share sale is tax ‘sell to cover’
Rhea-AI Filing Summary
Allogene Therapeutics, Inc. (ALLO) reported that officer Douglas Earl Martin, SVP and General Counsel, sold 29,697 shares of common stock on August 21, 2026 at $2.12 per share. The shares were sold to cover tax withholding on vesting RSUs under a mandated "sell to cover" arrangement, so the trade was not discretionary. After this and related adjustments, including forfeiture of performance RSUs and prior ESPP purchases, he directly holds 488,267 shares of Allogene common stock.
Positive
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Negative
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Insider Trade Summary
Net Seller: 29,697 shares
Net Sell
1 txn
Insider
Douglas Earl Martin
Role
SVP, General Counsel
Sold
29,697 shs ($63K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F1, F2, F3 | 29,697 | $2.12 | $63K |
Holdings After Transaction:
Common Stock — 488,267 shares (Direct)
Footnotes (3)
- 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. Reflects forfeiture of 54,479 shares subject to performance RSUs granted to the Reporting Person on August 14, 2023.
- F3. Includes 7,495 shares of the Issuer's common stock acquired by the reporting person on March 15, 2026 pursuant to an employee stock purchase program.
Key Figures
Shares sold: 29,697 shares
Sale price per share: $2.12 per share
Shares owned after transaction: 488,267 shares
+2 more
5 metrics
Shares sold
29,697 shares
Common stock sold on August 21, 2026 to cover tax withholding
Sale price per share
$2.12 per share
Price for the 29,697-share sale on August 21, 2026
Shares owned after transaction
488,267 shares
Direct holdings of Douglas Earl Martin after reported changes
Forfeited performance RSUs
54,479 shares
Shares subject to performance RSUs granted August 14, 2023 that were forfeited
ESPP shares included
7,495 shares
Shares acquired March 15, 2026 under employee stock purchase program
Key Terms
restricted stock units, sell to cover, performance RSUs, employee stock purchase program
4 terms
restricted stock units financial
"in connection with the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
sell to cover financial
"funded by a "sell to cover" transaction and does not represent"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
performance RSUs financial
"forfeiture of 54,479 shares subject to performance RSUs granted"
Performance RSUs are promises to deliver company shares to executives or employees only if the business meets preset goals such as revenue, profit, stock price, or operational targets. They matter to investors because they align management pay with measurable company results and can affect the number of shares outstanding and future earnings per share once the shares are issued. Think of them as a bonus paid in stock that only arrives if the team hits the agreed milestones.
employee stock purchase program financial
"acquired by the reporting person on March 15, 2026 pursuant to an employee stock purchase program"
FAQ
What insider transaction did ALLO report for Douglas Earl Martin on August 21, 2026?
Allogene reported that Douglas Earl Martin sold 29,697 shares of common stock on August 21, 2026 at $2.12 per share. The sale covered tax withholding obligations related to vesting restricted stock units and was executed under a mandated "sell to cover" arrangement.
Was the August 21, 2026 sale by ALLO executive Douglas Earl Martin a discretionary trade?
No. The filing states the 29,697-share sale was mandated by Allogene’s equity incentive plan as a "sell to cover" transaction for tax withholding on vesting RSUs and "does not represent a discretionary trade" by Douglas Earl Martin.
What additional equity changes for Douglas Earl Martin are noted in the ALLO Form 4 footnotes?
Footnotes state that 54,479 shares subject to performance RSUs granted on August 14, 2023 were forfeited, and holdings now include 7,495 shares acquired on March 15, 2026 through an employee stock purchase program.
Was the ALLO insider transaction reported as under a Rule 10b5-1 trading plan?
No. The Rule 10b5-1 checkbox is not marked as an affirmative plan transaction, and the footnote explains the sale was due to the issuer’s tax withholding "sell to cover" election, not a discretionary or separate 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
