Allarity Therapeutics: Graff's grant yields 39,494 shares

The reported RSUs vest in three equal annual installments beginning on the first anniversary of each applicable grant date.

Rhea-AI Filing Summary

Allarity Therapeutics, Inc. President and Chief Development Officer Jeremy R. Graff reported settling 48,147 restricted stock units into common stock on January 22, 2026, and 39,494 units on September 30, 2026. On those dates, the issuer withheld 17,814 and 14,613 common shares, respectively, to satisfy tax withholding obligations; the applicable vesting-date fair market values were $1.18 and $0.97 per share, respectively. After the January 22, 2026 vesting and withholding and January 28, 2026 grant, stated balances were 55,214 common shares and 308,616 unvested restricted stock units.

Insider Trade Summary

87,641 shares exercised/converted

Exercise 6 txns

Insider Graff Jeremy R.

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2, F4	39,494	$0.00	$0.00
Exercise	Common Stock F1	39,494	--	--
Tax Withholding	Common Stock F3, F5	14,613	$0.97	$14K
Exercise	Restricted Stock Units F1, F2	48,147	$0.00	$0.00
Exercise	Common Stock F1	48,147	--	--
Tax Withholding	Common Stock F3	17,814	$1.18	$21K

Holdings After Transaction: Restricted Stock Units — 444,405 contracts (Direct); Common Stock — 80,095 shares (Direct)

Footnotes (5)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. F2. On September 30, 2024 and January 22, 2025, the Reporting Person was granted 118,483 and 144,441 restricted stock units, respectively, which vest in three equal annual installments beginning on the first anniversary of the applicable grant date.
3. F3. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising upon the vesting and settlement of restricted stock units. The shares were withheld based on the fair market value of the Issuer's common stock on the applicable vesting date.
4. F4. The amount reported in column 9 reflects 175,283 restricted stock units outstanding following the January 22, 2026 settlement, plus 133,333 restricted stock units granted on January 28, 2026 and previously reported, less 39,494 restricted stock units settled on September 30, 2026.
5. F5. The 381,644 amount previously reported in column 5 of Table I of the Reporting Person's Form 4/A filed April 30, 2026 combined issued shares of common stock and unvested restricted stock units and did not reflect the 17,814 shares withheld on January 22, 2026. This Form 4 reports issued shares of common stock in Table I and unvested restricted stock units separately in Table II. After giving effect to the January 22, 2026 vesting and withholding and the January 28, 2026 restricted stock unit grant, the correct balances were 55,214 shares of common stock and 308,616 restricted stock units.

Key Figures

RSUs settled: 48,147 shares RSUs settled: 39,494 shares Shares withheld for tax obligations: 17,814 shares +5 more

8 metrics

RSUs settled 48,147 shares Settled into common stock on January 22, 2026

RSUs settled 39,494 shares Settled into common stock on September 30, 2026

Shares withheld for tax obligations 17,814 shares January 22, 2026 vesting and settlement

Fair market value per share $1.18 per share January 22, 2026 vesting date

Shares withheld for tax obligations 14,613 shares September 30, 2026 vesting and settlement

Fair market value per share $0.97 per share September 30, 2026 vesting date

Common shares balance 55,214 shares After January 22, 2026 vesting and withholding and January 28, 2026 grant

Unvested RSUs balance 308,616 restricted stock units After January 22, 2026 vesting and withholding and January 28, 2026 grant

Key Terms

restricted stock units, one-for-one basis, vesting and settlement, fair market value

4 terms

restricted stock units financial

"Restricted stock units convert into common stock on a one-for-one basis."

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.

one-for-one basis financial

"convert into common stock on a one-for-one basis"

vesting and settlement financial

"arising upon the vesting and settlement of restricted stock units"

fair market value financial

"based on the fair market value of the Issuer's common stock"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How do Jeremy R. Graff's Allarity RSUs vest?

The restricted stock units convert into common stock on a one-for-one basis and vest in three equal annual installments beginning on the first anniversary of the applicable grant date. The reported grants were 118,483 units on September 30, 2024, and 144,441 units on January 22, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/09/2026 - 05:13 PM EDT Accepted by SEC EDGAR 10/09/2026 - 05:12 PM EDT Learn about SEC filing dates

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^*

Graff Jeremy R.

(Last) (First) (Middle)

C/O ALLARITY THERAPEUTICS, INC.

123 E TARPON AVE

(Street)

TARPON SPRINGS FLORIDA 34689

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Allarity Therapeutics, Inc. [ ALLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		M		48,147	A	(1)	73,028	D
Common Stock	01/22/2026		F		17,814(3)	D	$1.18	55,214	D
Common Stock	09/30/2026		M		39,494	A	(1)	94,708	D
Common Stock	09/30/2026		F		14,613(3)	D	$0.97	80,095(5)	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
Restricted Stock Units	(1)	01/22/2026		M			48,147	(2)	(2)	Common Stock	48,147	$0	175,283	D
Restricted Stock Units	(1)	09/30/2026		M			39,494	(2)	(2)	Common Stock	39,494	$0	269,122(4)	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On September 30, 2024 and January 22, 2025, the Reporting Person was granted 118,483 and 144,441 restricted stock units, respectively, which vest in three equal annual installments beginning on the first anniversary of the applicable grant date.

3. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising upon the vesting and settlement of restricted stock units. The shares were withheld based on the fair market value of the Issuer's common stock on the applicable vesting date.

4. The amount reported in column 9 reflects 175,283 restricted stock units outstanding following the January 22, 2026 settlement, plus 133,333 restricted stock units granted on January 28, 2026 and previously reported, less 39,494 restricted stock units settled on September 30, 2026.

5. The 381,644 amount previously reported in column 5 of Table I of the Reporting Person's Form 4/A filed April 30, 2026 combined issued shares of common stock and unvested restricted stock units and did not reflect the 17,814 shares withheld on January 22, 2026. This Form 4 reports issued shares of common stock in Table I and unvested restricted stock units separately in Table II. After giving effect to the January 22, 2026 vesting and withholding and the January 28, 2026 restricted stock unit grant, the correct balances were 55,214 shares of common stock and 308,616 restricted stock units.

Remarks:

President and Chief Development Officer

	/s/ Jeremy R. Graff	10/09/2026
	** 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)