ACLX · Arcellx, Inc.
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-04-28 | Gilson Michelle |
CHIEF FINANCIAL OFFICER |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
70,796 |
| 2026-04-28 | Lubner David Charles |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
59,405 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Stock Option (right to buy) (Indirect)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. By trust |
Stock Option (right to buy)
(I)
|
810,102 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Performance-based Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Performance-based Restricted Stock Unit
|
138,888 |
| 2026-04-28 | Myers Kristin |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (the "Closing Amount"), was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
16,829 |
| 2026-04-28 | Behbahani Ali |
Director, 10% Owner |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
9,174 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Award↑
Filing footnotes — Performance-based Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Performance-based Restricted Stock Unit
|
45,138 |
| 2026-04-28 | Patel Kavita |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (the "Closing Amount"), was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
11,459 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
1,068,005 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
40,000 |
| 2026-04-28 | Gilson Michelle |
CHIEF FINANCIAL OFFICER |
Other↓
Filing footnotes — Common Stock (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. |
Common Stock
|
67,048 |
| 2026-04-28 | Behbahani Ali |
Director, 10% Owner |
Other↓
Filing footnotes — Common Stock (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. The Reporting Person is a trustee of the Ali Behbahani Revocable Trust Dated June 26, 2015 (the "Behbahani Trust"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Behbahani Trust in which the Reporting Person has no pecuniary interest. |
Common Stock
(I)
|
2,706 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
10,901 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Common Stock (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Shares held by a spousal lifetime access non-grantor trust of which the Reporting Person is a beneficiary and for which the Reporting Person may be deemed to have Section 16 beneficial ownership. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose. |
Common Stock
(I)
|
218,500 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Restricted Stock Unit
|
55,459 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
255,965 |
| 2026-04-28 | Behbahani Ali |
Director, 10% Owner |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
8,011 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
120,000 |
| 2026-04-28 | Lubner David Charles |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
61,538 |
| 2026-04-28 | Patel Kavita |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (the "Closing Amount"), was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
8,011 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Other↓
Filing footnotes — Common Stock (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. |
Common Stock
|
23,749 |
| 2026-04-28 | Carroll Jill |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
11,459 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Performance-based Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Performance-based Restricted Stock Unit
|
147,745 |
| 2026-04-28 | Lubner David Charles |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
13,626 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Award↑
Filing footnotes — Performance-based Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Performance-based Restricted Stock Unit
|
138,888 |
| 2026-04-28 | Lubner David Charles |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
31,794 |
| 2026-04-28 | Gilson Michelle |
CHIEF FINANCIAL OFFICER |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
94,596 |
| 2026-04-28 | Patel Kavita |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (the "Closing Amount"), was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
27,077 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
837,602 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
60,096 |
| 2026-04-28 | Gilson Michelle |
CHIEF FINANCIAL OFFICER |
Other↓
Filing footnotes — Performance-based Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Performance-based Restricted Stock Unit
|
59,028 |
| 2026-04-28 | Gilson Michelle |
CHIEF FINANCIAL OFFICER |
Other↓
Filing footnotes — Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Restricted Stock Unit
|
88,542 |
| 2026-04-28 | Ware Olivia C |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (the "Closing Amount"), was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
36,806 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
245,065 |
| 2026-04-28 | Galligan Andrew H |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than the Closing Amount, was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
16,829 |
| 2026-04-28 | Carroll Jill |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
8,011 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
132,416 |
| 2026-04-28 | Gilson Michelle |
CHIEF FINANCIAL OFFICER |
Other↓
Filing footnotes — Common Stock (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Shares held by a a family charitable foundation, of which the Reporting Person serves as the President. The Reporting Person has voting and investment power over all securities owned by the foundation. |
Common Stock
(I)
|
5,000 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Award↑
Filing footnotes — Performance-based Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Performance-based Restricted Stock Unit
|
147,745 |
| 2026-04-28 | Lubner David Charles |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
8,011 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Other↓
Filing footnotes — Performance-based Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Performance-based Restricted Stock Unit
|
45,138 |
| 2026-04-28 | Carroll Jill |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
9,174 |
| 2026-04-28 | Carroll Jill |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. The securities are directly held by SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"). SR One Capital Partners I, LP ("SR One Partners I") serves as the general partner of SR One Fund I Aggregator. The Reporting Person is a partner of SR One Capital Management, LP ("SR One Capital Management"), an entity affiliated with SR One Fund I Aggregator, and a limited partner of SR One Partners I. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
Common Stock
(I)
|
1,479,148 |
| 2026-04-28 | Lubner David Charles |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. |
Common Stock
|
21,659 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Other↓
Filing footnotes — Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Restricted Stock Unit
|
67,708 |
| 2026-04-28 | Elghandour Rami |
Director, SEE REMARKS |
Other↓
Filing footnotes — Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Restricted Stock Unit
|
208,333 |
| 2026-04-28 | Heery Christopher |
CHIEF MEDICAL OFFICER |
Other↓
Filing footnotes — Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Restricted Stock Unit
|
13,021 |
| 2026-04-28 | Gilson Michelle |
CHIEF FINANCIAL OFFICER |
Other↓
Filing footnotes — Restricted Stock Unit (Direct)
Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
Restricted Stock Unit
|
20,496 |
| 2026-04-28 | Lubner David Charles |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
9,174 |
| 2026-04-28 | Patel Kavita |
Director |
Other↓
Filing footnotes — Stock Option (right to buy) (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (the "Closing Amount"), was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger. |
Stock Option (right to buy)
|
20,513 |