Form 4: Arcellx Acquired by Gilead Sciences in $115/Share Deal

Director Jill Carroll reports the disposition of Arcellx, Inc. shares and options following the company's acquisition by Gilead Sciences.

Summary

• Arcellx, Inc. has been acquired by Gilead Sciences, Inc. via a merger agreement dated February 22, 2026.
• Shareholders received $115.00 per share in cash plus one contingent value right (CVR) worth $5.00 per share.
• Reporting person Jill Carroll disposed of 1,479,148 shares held indirectly through SR One Capital Fund I Aggregator, LP.
• Outstanding stock options were canceled and converted into cash payments based on the difference between the $115.00 closing price and the respective exercise prices, plus CVRs.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a positive outcome for shareholders, as the acquisition provides a definitive liquidity event at a premium valuation.

Positives

• Shareholders received a definitive cash consideration of $115.00 per share.
• Additional upside potential provided through a $5.00 per share contingent value right (CVR).

Negatives

• The company is no longer a publicly traded entity as it has become a wholly owned subsidiary of Gilead Sciences.

Risks

• The $5.00 CVR payment is subject to specific terms and conditions, meaning the full value may not be realized.

Future Outlook

Arcellx is now a wholly owned subsidiary of Gilead Sciences, and its common stock is no longer publicly traded.

Industry Context

StockSavvy.ai notes that this acquisition represents a significant consolidation in the biotechnology sector, with Gilead Sciences continuing its strategy of acquiring innovative clinical-stage companies to bolster its pipeline.

Comparison to Industry Standards

• The $115 per share valuation reflects a premium typical for late-stage clinical biotech acquisitions.
• The inclusion of a CVR is a standard mechanism in pharmaceutical M&A to bridge valuation gaps regarding future clinical trial outcomes.

Related Party Transactions

• Jill Carroll disclaims beneficial ownership of shares held by SR One Capital Fund I Aggregator, LP, except to the extent of her pecuniary interest.

Stakeholder Impact

• Shareholders have received cash for their equity positions.
• Employees and operations are now integrated into Gilead Sciences.

Next Steps

• Finalization of CVR milestones as defined in the contingent value rights agreement.

Key Dates

Keywords

Arcellx, Gilead Sciences, Merger, Acquisition, Tender Offer, Biotech, Form 4