Gilead deal cashes out Arcellx (NASDAQ: ACLX) director options
Rhea-AI Filing Summary
Arcellx, Inc. director Olivia C. Ware reported the disposition to the issuer of four stock option grants totaling 65,450 options on Common Stock. The options had exercise prices of $63.68, $51.30, $37.94, and $7.61 per share and now show zero options remaining for each grant.
According to the merger agreement among Arcellx, Gilead Sciences, Inc., and Ravens Sub, Inc., these Company Options, each with a per share exercise price below the $115 Closing Amount, were canceled and converted into cash and contingent rights. For each option share, the holder became entitled to a lump-sum cash payment equal to $115 minus the applicable per share exercise price, multiplied by the number of shares, plus one contractual contingent value right per underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Ware Olivia C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 36,806 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 11,459 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 8,011 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 9,174 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct)
Footnotes (1)
- F1. 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.
Key Figures
Total options canceled: 65,450 options
Closing Amount: $115 per share
Option exercise price: $63.68 per share
+4 more
7 metrics
Total options canceled
65,450 options
Director stock options converted at merger closing
Closing Amount
$115 per share
Reference price for merger option cash-out formula
Option exercise price
$63.68 per share
One canceled Company Option grant
Option exercise price
$51.30 per share
One canceled Company Option grant
Option exercise price
$37.94 per share
One canceled Company Option grant
Option exercise price
$7.61 per share
One canceled Company Option grant
Option expiration dates
2032-05-16 to 2035-05-29
Original expirations for canceled grants
Key Terms
Agreement and Plan of Merger, contingent value right, per share exercise price, stock option (right to buy), +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc., Gilead Sciences, Inc., and Ravens Sub, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
contingent value right financial
"and (ii) one contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger."
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
stock option (right to buy) financial
"security_title: Stock Option (right to buy)"
wholly owned subsidiary financial
"Ravens Sub, Inc., a wholly owned subsidiary of Parent, merged with and into Company."
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Arcellx (ACLX) report for Olivia C. Ware?
Arcellx reported that director Olivia C. Ware disposed of four stock option grants totaling 65,450 options. The options were canceled in connection with a merger and converted into cash payments and contingent value rights based on a $115 per share Closing Amount.
Were Olivia C. Ware’s Arcellx (ACLX) options sold on the open market?
No, the options were not sold on the open market. They were canceled in a disposition to the issuer as part of a merger agreement, converting each option into a cash payment and one contingent value right per underlying share instead of market sales.
How were Arcellx (ACLX) stock options treated in the Gilead merger?
Each Arcellx stock option with a per share exercise price below $115 was canceled at closing. For each such option share, the holder received cash equal to $115 minus the exercise price, multiplied by the share count, plus one contractual contingent value right.
What is the $115 Closing Amount mentioned in the Arcellx (ACLX) Form 4?
The $115 Closing Amount is the per share reference price used in the merger consideration formula. For eligible Arcellx stock options, cash paid per underlying share equals the excess of this $115 Closing Amount over the option’s per share exercise price, plus one contingent value right.
What did Olivia C. Ware receive for her canceled Arcellx (ACLX) options?
For each underlying share in her canceled options, Olivia C. Ware became entitled to a cash payment equal to $115 minus the option’s exercise price. She also received one contractual contingent value right for each underlying share covered by those options.
Did Olivia C. Ware retain any of the reported Arcellx (ACLX) options after the merger?
No, for each of the four reported option grants, the post-transaction balance is zero. All 65,450 reported stock options were canceled and converted into the specified cash payments and contingent value rights under the merger terms.