SCHEDULE: NEA Exits Arcellx Position Following Gilead Acquisition

New Enterprise Associates has ceased to be a beneficial owner of Arcellx, Inc. following the completion of the company's acquisition by Gilead Sciences.

Summary

• New Enterprise Associates (NEA) 15, L.P. and its affiliates have disposed of their entire stake in Arcellx, Inc.
• The exit follows the successful completion of a tender offer by Gilead Sciences, Inc. to acquire all outstanding shares of Arcellx.
• Shareholders received $115.00 per share in cash plus one contingent value right (CVR) per share.
• The CVR provides the right to a potential $5.00 cash payment upon the achievement of a specific clinical or regulatory milestone.
• As of April 28, 2026, Arcellx has become a wholly owned subsidiary of Gilead Sciences.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing confirming the completion of a previously announced acquisition, which is a standard exit event for venture capital investors.

Positives

• The acquisition by Gilead Sciences provides immediate liquidity to shareholders at a premium price of $115.00 per share.
• The inclusion of a contingent value right (CVR) offers potential additional upside of $5.00 per share if specific milestones are met.

Negatives

• The reporting persons no longer hold any equity interest in Arcellx, Inc., precluding participation in any future long-term growth of the company under Gilead's ownership.

Risks

• The $5.00 CVR payment is subject to the achievement of specific milestones, which may not be met, resulting in no additional payout for former shareholders.

Future Outlook

The reporting persons have fully exited their position in Arcellx, Inc. and have no further forward-looking obligations or interests in the issuer.

Management Comments

• The reporting persons confirmed that they no longer beneficially own any shares of Arcellx, Inc. common stock as of April 28, 2026.

Industry Context

StockSavvy.ai notes that this filing marks the final stage of a significant M&A transaction in the biotechnology sector, reflecting the ongoing trend of large-cap pharmaceutical companies like Gilead acquiring innovative, clinical-stage biotech firms to bolster their oncology and cell therapy pipelines.

Comparison to Industry Standards

• The acquisition structure, involving a cash tender offer plus a CVR, is a standard mechanism in biotech M&A to bridge valuation gaps between buyers and sellers regarding clinical trial outcomes.
• The $115.00 per share valuation aligns with recent industry benchmarks for late-stage clinical biotech acquisitions.

Legal Proceedings

• None reported.

Related Party Transactions

• None reported.

Stakeholder Impact

• Shareholders have received cash consideration for their holdings.
• The company is now a wholly owned subsidiary of Gilead Sciences, Inc.

Next Steps

• None; the reporting persons have fully divested their interest.

Key Dates

Keywords

Arcellx, Gilead Sciences, Merger, Acquisition, New Enterprise Associates, Schedule 13D, Biotech, Exit