Form 4: Arcellx CEO Transfers Shares to Spousal Trust

Arcellx CEO Rami Elghandour's spouse transferred 218,500 shares of common stock to a spousal lifetime access non-grantor trust.

Summary

• Rami Elghandour, President, CEO, and Chairman of the Board of Arcellx, Inc. (ACLX), reported a change in beneficial ownership.
• On February 11, 2026, Elghandour's spouse transferred 218,500 shares of Arcellx Common Stock to a spousal lifetime access non-grantor trust (SLANT).
• The transfer was made for no consideration ($0 price per share) and is categorized as a gift (transaction code 'G').
• Following the transaction, Elghandour directly beneficially owns 563,967 shares and indirectly beneficially owns 218,500 shares through the trust.
• Elghandour disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, typical for estate planning and not indicative of operational performance or a change in management's view of the company's intrinsic value.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

StockSavvy.ai notes that transfers of shares to spousal lifetime access non-grantor trusts (SLANTs) are a common estate planning strategy used by high-net-worth individuals, including corporate executives, to manage wealth and potentially reduce future estate tax liabilities. Such transactions are generally not indicative of a change in the company's operational performance or the insider's confidence in the company's prospects.

Related Party Transactions

• Rami Elghandour's spouse transferred 218,500 shares to a spousal lifetime access non-grantor trust, of which Mr. Elghandour is a beneficiary. This constitutes a related party transaction due to the familial relationship and the reporting person's beneficial interest in the trust.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is an internal transfer for estate planning purposes and does not represent a sale into the open market. It primarily affects the structure of insider ownership.
• Employees, Customers, Suppliers, Creditors: No direct impact from this specific transaction.

Key Dates

Keywords

Arcellx, ACLX, Form 4, Insider Transaction, Beneficial Ownership, Trust, CEO, Director, Estate Planning